Fibers of the Universe
by AlucardsBro
Summary: The Universe works in very strange and mysterious ways. Sometimes, it seems as though two people were literally destined to meet one another... Follow Ben Tennyson on his journey to Honnuoji Academy as he makes friends, enemies, and battles sexy girls wearing Kamuis! Wait, what? (This story takes place after the end of Omniverse and before the events of Kill la Kill.)
1. Chapter 1

Chapter 1: The Beginning of a Story (Prologue)

* * *

 _ **Well, this is my first ever fanfiction. I want to start off by saying that I will always be open to constructive criticism, and if anyone is ever interested in becoming my Beta-Writer, please let me know. I know that not everything will be perfect since this is my first story, but like I said earlier if anyone who winds up reading this ever has any helpful assistance to offer, please let me know! Also, I would like to go ahead and state that Ryuko might be a bit OOC in this particular chapter, but there's a reason for that which will become apparent later.**_

 _ **And now…. on with the very first chapter of "Threads of the Universe!"**_

 _ **AlucardsBro Out!**_

* * *

He could feel every bone and muscle in his body screaming out in both agony and protest as he forced himself to lean up against the nearest wall. Or at least, what was _LEFT_ of the wall…

The entire cityscape around the young man was devastated beyond comprehensible repair, and even if the citizens decided to rebuild this place one day it would have to be after he and his friends finally defeated that demon of a woman.

Ragyo Kiryuin.

Even the mere thought of that monster's name brought a sneer of disgust and contempt to his face, but the sudden movement on account of his carelessness quickly aggravated his already grievous internal injuries. Sharp pain coursed through his chest and midsection, sending him into a frenzy of hacking coughs that forced several globs of blood onto the cracked pavement.

The sharp telltale sound of high heels clacking against the concrete behind him made the teenage boy seize up in momentary panic before the source of the noise let out a curse in an oh-so-familiar voice.

"Oh fuck...Ben!"

Ryuko Matoi let out another stream of curses as she dashed through the desolate streets towards the nearly broken form of Ben Tennyson. Despite the amount of pain he was experiencing, Ben couldn't help but smile weakly at the sight of the Kamui-clad girl.

The raven and ruby haired young woman stabbed her red Scissor Blade into the pavement before sliding down onto her knees and coming to a halt directly next to the battered body of the boy who was without a doubt her best male friend in the world. (Aside from Senketsu of course…)

"Ben! Oh my god, how bad are you hurt?! We all lost sight of you after that bitch threw you through Honnouji Academy."

Ryuko's sapphire eyes were wide with a mix of panic and concern for her friend, and as soon as she glanced down at Ben's left wrist her face turned a pale shade of white. "Fuck…. Ben, your watch-"

"Yeah I know, it's pretty busted up huh?" the brown-haired hero managed to force up just a bit of his sarcastic personality before falling back into another lapse of agonizing coughs. The Ultimatrix was effectively useless; the last attack from Ryuko's mother had all but fried its internal systems, and that didn't even BEGIN to cover the purely physical damages it had sustained.

The blue-eyed girl looked hesitant for a moment, before her face hardened once again. "Alright, we need to get you somewhere away from the fight…. Senketsu and I can at least carry you to the edge of the city befo-"

"Sorry Ryuko, but no. The watch may be busted up beyond repair, but that doesn't mean I get to stop fighting." Ben smiled weakly at the incredulous look on his friend's face before attempting to shuffle up onto his feet. "I'm a superhero remember? Its my job to fight the bad guys for as long as I can until I either win or die trying…."

Ryuko continued to sit in shocked silence as Ben finally stood up and attempted to walk back towards the sounds of battle. He very well couldn't sit idly by while all of their friends continued to fight against Ragyo now could he?

Kevin and Gwen would never let him live down such a thing, even if they had to pester him about it in the afterlife. Not to mention, he had promised Kevin a while back that he would be his best man whenever he finally decided to ask Gwen the big question after they both graduated from college.

He smiled at the thought of his best male friend and his cousin tying the knot one day, before going on to imagine what his much newer allies would have to say to him if he decided to simply give up.

Satsuki absolutely wouldn't hear of it that was for sure. She would probably understand wanting to surrender in the face of such terrible odds, but knowing her she would ALSO personally give him an impassioned speech about how those with power such as his own should utilize their abilities to the fullest against the likes of her mother.

Sanageyama would most likely tell him to continue fighting to his very last breath, and then get up and fight some more. His green-haired friend had a warrior's spirit, which was something Ben could admire. Besides, he'd probably kick Ben's ass two ways to Sunday if he went and gave up before finishing their rematch.

Jakuzure would most likely just mock him…. good-naturedly of course.

Gamagoori would probably shout at the top of his lungs about how someone as strong as Ben simply didn't have the option of giving up.

Inumuta would probably be more concerned about not getting enough combat data on the rest of Ben's aliens….

Mako would probably give some kind of inspirational speech that only she and possibly Ryuko would understand, the thought of which made him laugh.

Ben was brought out of his inner musings by a titanium hard grip on his uninjured wrist, causing him to look back over his shoulder at Ryuko; who appeared to have overcome her state of catatonic shock and was now holding onto him with a strength that Humungousaur could never even hope to possibly match.

"Ryuko, let me go…." The Ultimatrix wielder spoke softly, not wanting to get into an argument with his best friend on what was possibly their last day alive. When Ryuko didn't answer, he attempted to gently pull himself out of her grasp, but she apparently wasn't having any of it.

"I wont let you…"

The Kamui-Wearer whispered in such a low tone that Ben almost didn't even hear her say anything. Her grip on his wrist tightened before she finally looked up from the ground and into his eyes. And all thoughts Ben had of escaping her hold were ruthlessly destroyed.

Ryuko Matoi did many things:

...She cursed often, _AND_ loudly.

…She got into more fights in a single day than Ben could ever attest to having in the span of several months.

…She also (at least in Ben's opinion) had a very weird appetite, as demonstrated by the one time he outright caught her eating a lemon of all things.

Ryuko did many things, but the _ONE_ thing Ben had never seen her do was cry. Which was why when he saw the unshed tears building up in her eyes, he immediately lost all coherent thought and stared at her in unbridled shock. The sapphire-eyed teenage girl standing before him squashed down her pride's attempt to hide her tear-stricken face from her friend, and she continued to state what she felt needed to be said.

"I lost my dad you know…and for the longest time I was always alone." She began, clearly uncomfortable with baring her emotions to one of her closest friends; yet she pushed onward. "When I first came to Honnouji Academy, the only thing that I had in mind was getting revenge on the bitch who killed him…and for a long time I was convinced it was Satsuki…"

Ben already was already aware of all of this; after all he had been there when a good portion of these events transpired. But even so, he continued to be silent and let Ryuko talk.

"When I found out that Nui was the one who murdered my dad, and that Satsuki was actually my sister…I felt like everything I thought I knew was crashing down around me." She paused then, and offered Ben a watery smile.

"But then you and Mako were there to bring me out of my shitty depression, and for about the one-hundredth time I was so glad that I had made some friends here." She took a step forward.

"As it turns out, Satsuki isn't even THAT bad of a big sister," Ryuko let out a genuine laugh, making Ben's chest tighten. "And thanks to all of you, I finally realized that I have plenty of things to live for other than revenge on Nui Harime and my bitch of a mom."

Another step forward.

"And if you think, even for a fucking minute, that I'm going to just sit back and watch one of the people I care about throw their life away, you've got another thing coming…"

She took yet another step, bringing herself into Ben's personal space. And with the nature of Senketsu's released form, the Ultimatrix-wielder was suddenly very aware of just _HOW_ close the two of them had gotten through the span of her little speech. Even as the sounds of battle and chaos reigned around them, Ben couldn't help but focus solely of Ryuko's sapphire eyes and her unique gear-shaped pupils.

The brown-haired hero swallowed audibly before attempting to speak. "What gives you the right to force me out of the fight before jumping right back in yourself?"

The young woman scoffed and gestured towards the Ultimatrix with her chin. "Well let's see genius, your watch is busted to hell and without it you're just an ordinary human with some admittedly above average fighting skills. Oh, and let's not forget that I can literally heal from having my fucking _HEART_ ripped out of my chest while you'd be out of commission with a broken leg."

Ben scoffed but reluctantly conceded that she rose some fairly significant points. Still, that didn't mean he had to like it.

"Like I said before, I'm a hero. And heroes have to be willing to sacrifice their lives even if they stand no chance, as long as they can make some kind of a difference."

Ryuko narrowed her eyes and tightened her hold on his wrist even more. "I'm still not letting you go back up there to basically kill yourself!"

Ben shouted in utter frustration and leveled an equally challenging glare at his friend. "Why are you being so stubborn about this?!"

The teenage boy stumbled a bit when Ryuko suddenly fisted a handful of his tattered green jacket and yanked his face mere inches from her own. She let out an actual snarl and stared him down for several long moments before her eyes inexplicably softened.

"You're such a god-damn idiot…but that's why I love-"

* * *

"NOOOOOOOOOOOOOOOOOOOOOOOOOO!"

A small dark-haired girl wailed as she kicked her legs and flailed her arms around in the air above her. "You have to tell it _RIGHT_ daddy!"

"Hey, what's the problem Haruka? I thought you always loved to hear the story of Honnouji Academy…" Ben Tennyson raised an eyebrow and fixed his seven-year-old daughter with a look containing both confusion and amusement.

Haruka Tennyson huffed and glared at her father as angrily as she could (Although Ben thought his little girl always looked _ADORABLE_ when she tried to pull an angry look). "Of course I do, it's the story of how you met mommy! But you're telling it all wrong!"

"Oh really? Remind me again which one of us was actually there to see everything happen?" Ben replied teasingly, but the young girl refused to rise to the bait.

Ever since she'd been able to form a coherent thought, Haruka had always adored listening to either her mother or father recount the tales of their exploits during high school, especially the battle against Ragyo Kiryuin (Despite the fact that Ben and Ryuko always made sure to leave out the more gruesome details).

Currently, seeing as how Ryuko had gone to visit Satsuki, Ben had been left with the task of entertaining their daughter. And surprise-surprise, she had all but demanded that he once again tell her most favorite story.

Haruka stood up on the couch and placed her hands on her hips. "Aunty Satsuki always tells me that if you do something you always have to do it right! And you're not telling the story right; you have to start from the very beginning!"

Ben chuckled and scratched at his beard in mock-thought. "Are you sure you want to hear the WHOLE story again from the beginning? We could be here for a while you know…"

His daughter's eyes widened at the thought of not hearing the epic tale in its entirety, as if though scandalized by the very notion her father had suggested. "Yes! Pleeaaaaaaaase daddy? Tell it from the beginning."

The elder Tennyson laughed before scooping his daughter up in his arms, eliciting a squeal of surprise and indignation from the little girl. Depositing her back into a sitting position and ruffling her near-black hair, Ben leaned back comfortably and ignored the light glare he was receiving.

"Alright, from the beginning it is then…let's see how did it go again? Oh right! Our story begins when a boy and a girl run into each other on their first day of high school…"

* * *

 _ **AAAnd there's the first/prologue chapter! Since this is the very beginning of the story, I will try to make longer chapters in the future. I will also try to lay out a consistent update schedule for new chapters, and I'll be sure to post ahead of time if I have to delay anything.**_

 _ **Well, I hope anyone who reads this finds it interesting, and I also hope you guys continue to follow along throughout the story!**_

 _ **AlucardsBro OUT!**_


	2. Chapter 2: A Trip to Japan

Chapter 2: A Trip to Japan

—

 **And here is the second (yet first official) chapter of Fibers of the Universe! I am writing this shortly after the Prologue Chapter in order to give anyone checking this story out a bit more to invest in rather than a simple 2,000 word beginner.**

 **I should probably point out that although this story takes places after the events of 'Ben 10: Omniverse', Ben still possesses the Ultimatrix instead of the new Omnitrix. I mean come on, we all know that he's going to need several of his Evolved Aliens to survive at Honnouji Academy!**

 **I would also like to mention that this story was inspired by "To My Death I Fight" by BahamutReishiki, which is without a doubt the best Kill La Kill story I have ever seen, crossover or otherwise.**

 **This chapter will begin the main story, and will portray Ben's introduction to Honnouji Academy.**

 **Also, in response to OMNI-GOD: Yes the Ultimatrix is broken in the prologue, and its very possible to damage it/cause it to malfunction since we've seen it happen before. Hell, Ben did it himself when he was ten-years-old with a screwdriver. But to answer your question, if you want to find out how it happened you'll just have to wait and see.**

 **And so, without further ado, let's get on with the show!**

 **AlucardsBro OUT!**

 **Ben 10 is owned by ManOfAction and Kill la Kill is owned by Studio Trigger**

—

Seventeen-year-old Ben Tennyson blearily opened his eyes as his alarm clock continued to ring annoyingly from its place on his bedside table. Reaching out to slam down on the off switch, Ben let out a groan and swung his legs to the side of his bed before fully rising to prepare for the day.

Shuffling into the bathroom, Ben turned on the shower and washed up before drying off and proceeded to lazily brush his teeth.

Moving over to his closet, the teenage hero pulled out his signature green jacket and pulled it over his black undershirt before putting his jeans on as well. After making sure that he'd done everything in his morning routine, Ben grabbed his backpack from off the foot of his bed.

Making his way downstairs, Ben was greeted with the scent of whatever organic concoction his mother, Sandra, had cooked up for breakfast. Deciding to risk a potential tongue-lashing when he got back home, the Ultimatrix-wielder quietly tip-toed his way past the kitchen and slipped out the front door unnoticed.

Sighing in relief once he was finally outside, Ben took a moment before realizing that there was an extremely familiar RV parked directly in front of his house. Smiling as he walked up to his Grandpa Max's mobile home, Ben couldn't help but think back fondly of that first summer with Max and Gwen that had changed his life forever.

Knowing that whatever reason Max had decided was important enough to show up himself was worth entering the Rust Bucket without knocking first, Ben grinned as he flung open the screen door and spotted his grandfather sitting in the driver's seat while apparently going over some official Plumber information on a tricked out alien data pad.

"Hey, Grandpa Max! What's up?"

Max returned Ben's smile instantly and stored away the tablet before standing up to greet his grandson with a hug. "Ben, I can still hardly believe how fast you're growing these days! Seems like just yesterday that you and Gwen were sitting in the backseat of this old RV squabbling over who knows what."

Both Tennyson men laughed in unison at the vivid memories of years past before calming back down.

"So, I'm guessing that there's something pretty important going on if you thought it was worth coming all the way out here yourself on a school day," Ben grinned, slinging his backpack into the nearest chair before sitting down himself; Max soon following his lead.

"Oh come on now, there's no trouble at all for an old man like me to come visit his grandkids," Max chuckled before becoming more serious. "You're right though, there IS a reason that I'm here."

"All right, now that's what I'm talking about! What is it this time? Vilgax? The Incursions? The Tetramands?" Ben asked excitedly, happy to finally have some action after the past few months of peace. That wasn't to say that he wasn't glad that there was nothing world-threatening going on, but the life of a hero could get pretty boring when there weren't any bad guys to thrash. Especially when said hero had to go to high school when there wasn't anything heroic to do…

Max chuckled again before pressing a button underneath the table between them, bringing up a holographic screen with a map of the entire world on it.

"Well, for one thing there's not exactly any kind of invasion happening right this second…"

He chuckled again when Ben slumped slightly in his seat.

"Even so, this IS an extraterrestrial issue," Max reassured his grandson, before cycling through the map and zooming in on the island of Japan. As he did so, another holographic screen appeared to the side, with a single bright red line displayed on the console.

"Before I explain the current situation to you Ben, I think it would be best if I give you a little background information on the topic at hand." Ben blinked in surprise, never having seen his grandfather so serious except when discussing Alpha-Level Plumber threats such as Vilgax and Zs'skayr. Sitting up, the brown-haired teen attempted to get in a more serious mindset while giving Max his undivided attention.

Letting out a sigh, the older Tennyson leaned back and adopted an expression of deep thought, as if though he were reliving a particularly hard memory.

"When I was a young man, only several years older than you in fact, I was part of a team assigned a mission by the Plumbers to investigate an asteroid with a highly unusual energy signature that had inexplicably entered our Solar System…" he began gravely, looking Ben directly in the eye and wordlessly commanding an air of seriousness and focus.

Ben nodded, indicating that he understood and was following along so far.

"I was only a cadet at the time, and was relatively new to the whole idea of fighting aliens; all of our missions up to this point had ended in complete success, so as you can probably imagine, my team and I were all still cocky and arrogant. We thought that we could handle anything that was thrown our way…" Max paused again, and let out another sigh and rubbed a hand over his face.

Ben had never seen his grandpa like this, and was starting to get worried. "Grandpa Max, you don't have to tell me this if it's too-"

Max held up a hand to signal for him to stop talking.

"No Ben; while I truly appreciate your concern, this is something that you need to hear, if only so you can understand what exactly you might run into." The Veteran Plumber took a moment to collect his thoughts before continuing on with his story.

"When our shuttle landed on the asteroid, we initially didn't find anything out of the ordinary in the physical sense, but the energy signature was still as strong as it was on the sensors back on Earth."

"After about half an hour of walking, we eventually came upon a cave that led deeper into the asteroid itself. We weren't even going to investigate it originally, but our field commander, Captain Morrison, pointed out a faint glow coming from further in the tunnel…"

Ben remained silent; already getting a sense of foreboding from the story, even though he had a feeling it wasn't even at the bad part yet.

"As we explored the cave, and the glow became more intense, we all started to feel some kind of presence prickling at the edge of our senses; almost as if something was trying to influence our very thoughts."

"Mind control?" Ben inquired quietly. Max only nodded grimly.

"It didn't get too bad until one of our men, Private Salazar, started screaming bloody murder and began shooting his plasma rifle in random directions. One of the stray blasts hit one of our other squad mates in the head, killing him instantly. Captain Morrison shot Salazar shortly after a brief confrontation…"

"We decided to leave their bodies propped up against the wall of the cavern and collect them on the way back, so then we went further into the cave." Max gave Ben a look that told the story of a man who had seen too much for his already lengthy lifetime. "What we found at the center of that asteroid was worse than anything you have ever faced before, and anything I have ever faced since."

Ben blinked in shock.

"Hold on a minute! Worse than Vilgax?!"

Max nodded.

"Worse than Ghostfreak!?"

Another nod.

"Worse than the Incursion invasion where Doctor Psychobos created all those evil WayBads?!"

Max nodded grimly once more. "The only two enemies you have ever faced that could even possibly match the severity of the threat we encountered would be Diagon and Ultimate Aggregor at his absolute strongest…"

Ben felt himself become a slightly sick to his stomach and he sank into the seat in wordless disbelief. Ultimate Aggregor and Diagon were the two strongest enemies he had ever faced, and even then he hadn't defeated them on his own.

"Even so, this being…this ENTITY….was not necessarily physically powerful, but it was still one of the most dangerous things I have ever encountered in all of my years with the Plumbers."

Ben stared at his grandfather with wide eyes. He hadn't even been there to witness the event, but even so he could feel beads of sweat running down his forehead and he was subconsciously shaking in his chair. "W-What was it…?"

"It was a redish-orange glowing ball of yarn the size of about three football fields."

"H-huh?"

"We didn't have a name for it at the time, we were too terrified to even think of anything call it," Max explained. "Several of our men approached it cautiously, but as soon as they got within one-hundred feet of the thing, glowing red wires shot out of it and snatched them up. The blasts from their plasma rifles didn't even do a thing as they were wrapped in chrysalises of the string."

"What did you do?"

"We ran Ben. It was the only thing we could even think to do that could save our lives," Max replied; not an ounce of shame in his voice. Not that Ben could blame him…without the Ultimatrix, he probably would have run too.

"We ran as fast as we could to get out of there, but we were pursued by tall white humanoids that resembled suits of all things. I still find it ridiculous and terrifying at the same time to this very day…and in the end I was the only one who made it back to the transport…"

Ben had a feeling that was the case, but it was still rough to hear it in reality.

"I made it back to Earth, and immediately reported everything we had seen to the Magister in charge of the operation. He in turn, deciding that it was serious enough, told the President of the United States. The ultimate solution that was reached was a nuclear missile, which admittedly did the job, but only in altering the course of the asteroid so that it flew into the nearest star."

"Wait, so it wasn't the freaking _NUCLEAR BOMB_ that destroyed this thing?!" Ben asked incredulously. The thought of something surviving a nuclear explosion, even Vilgax, was enough to render him near speechless.

"No, it wasn't. And further analysis of the remaining debris suggested that even if the asteroid's path hadn't been changed towards the star, the bomb would have no effect on the organism itself."

Ben's continued silence prompted Max to continue with his lengthy explanation.

"Years later, we designated these organisms as 'Life Fibers'; literal living fibers of cloth that consume and absorb anything in their path, living or otherwise."

Ben regained enough of his senses to look up at his grandfather and ask the question that was weighing heavily on his mind.

"So…what does all of this have to do with my new mission…?"

Max gave his grandson a reassuring half-smile and reached over to pat Ben on the shoulder gently. "Don't worry Ben, the assignment we're giving you might be related to this story, but it is nowhere near the scale of what we encountered."

Ben let out a subconscious sigh of relief before quickly cursing his cowardice. Hell, he was a hero! And heroes don't back down from anything, even giant man-eating balls of glowing yarn.

"The Plumbers haven't seen any sign of Life Fibers for nearly sixty years, but then for some inexplicable reason they started popping up in small trace amounts of clothing all over the world almost two decades ago. It was barely noticeable at first, which was why we didn't pick up on it until so recently." Max informed him, gesturing to the holo-screen, which was currently displaying what appeared to be some kind of

Company logo.

"I know you don't really keep up with the more popular fashion trends of all the other kids these days," Max smirked, gesturing to Ben's typical Green jacket and jeans. The Ultimatrix-wielder rolled his eyes and snorted. Who needed fashion when he rocked such a signature look?

" _ANYWAY…"_ Max rolled his eyes as well. "Gwen has several products from this company, all of which have been confiscated for examination of course. REVOCS is apparently one of the most prestigious fashion designers in the entire world, and interestingly enough, ALL of the clothing that contains Life Fibers has come from their manufacturers…"

"Soooooo you want me to investigate a fashion tycoon?" Ben asked more than a little warily.

Max's widening grin did absolutely nothing to assuage his fears.

"Not quite; The CEO of REVOCS, Ragyo Kiryuin, has a daughter only a year older than you who is the Student Council President of Honnouji Academy in Japan. It seems as through Ragyo supplies her daughter with quite a bit of her Life-Fiber infused clothing, as the greatest concentration of Life Fiber energy seems to be originating from Honnouji Academy, which itself is also funded exclusively by REVOCS."

"Wait…so when Gwen was so insistent on teaching me Japanese…"

Max smirked once again.

"Pack your bags kiddo, you're going to Japan!"

—

The flight from Bellwood to Hawaii, and then from Hawaii to Japan, was one of the

 _LONGEST_ experiences of Ben's life.

One would think that after fighting alien warlords and inter-dimensional demons, Ben would enjoy the simpler things life had to offer. Personally, Ben would rather take a sucker punch from Vilgax on steroids in human form than endure the multiple hours of sitting motionless on an airplane again.

Luckily enough, Grandpa Max had called ahead to schedule a car to take the young hero from Narita International Airport to Honnou City.

The drive was mostly quiet, though Ben was slightly curious as to why there was a massive desert just outside of Tokyo. He became even more concerned when the cab driver offered him what looked like a truly pitying look before speeding off down the highway back the way they came.

Ben frowned when he realized just how nervous he was about this whole operation, even though Max had assured him that this was simply an observational mission. The only reason he had been the one chosen to come here was because he fit the age requirements to blend in as a high school student; being the one who wore one of the most powerful devices existence on his wrist was just an added bonus of protection.

He had fought against aliens since he was ten-years-old for God's sake! What the hell did _HE_ have to be so scared of? It was just high school.

…

Okay, he'd be the first to admit that high school could be pretty damn terrifying at times…

Shaking his head to clear his thoughts, Ben adjusted the stuffy collar of the Honnouji Academy uniform he'd been forced to wear. Oh but that didn't stop him from packing his lucky green jacket though.

The green of the Ultimatrix stood out strikingly against the white uniform, but as long as he was careful, the most people would assume was that it was just fancy watch.

Chuckling to himself, Ben shook his head again and hefted his bag onto his shoulder and dragged his suitcase behind him.

What could possibly force him to use the Ultimatrix at a simple high school?

—

After walking through the streets of Honnou City for about forty minutes, Ben quickly came to the conclusion that perhaps he had jumped the gun in calling this place ordinary…

It wasn't that there was anything particularly outstanding about the city itself, aside from the obvious fact that he hadn't expected the residents here to be so _POOR_. After walking for such a long time and not seeing anything other than slums, Ben sighed and decided to actually try and ask someone for directions.

The green-eyed teenager was brought out of his thoughts at feeling something tugging on his left wrist.

"Grrrrrr…what the hell kind of watch is this?!"

Looking down, Ben stared in bewilderment at the small boy brazenly trying to pull the Ultimatrix off of his wrist. Despite the fact that this kid was trying to rob him, the teenager could only watch in shocked surprise, as he realized that in all of the time he had possessed both the Omnitrix and Ultimatrix, nobody had ever tried to actually mug him for it…

…it was actually kind of surreal to be honest…

"Uh, hey kid?"

"GAH!" The boy yelled, as if utterly surprised that he'd been caught in the act of his thievery. Falling back onto his backside, the kid rubbed his head in pain before glaring up at the taller male.

"Hey what's the big idea man?! Can't a guy try to make a living without being interrupted?!"

"Weren't you just robbing me though…?"

The boy growled and spit off to the side. "That doesn't matter! Now gimme that fancy wristwatch of yours, it looks like it's worth a fortune!"

Ben stared blankly at the showboating boy for several moments before simply turning around and continuing to look for directions to the school.

"H-hey! Nobody ignores Mataro Mankanshoku and gets away with it!"

The now-identified Mataro drew a small pocketknife from his shorts before lunging at the older male. Years of battle instincts alerted Ben to the admittedly pathetic attack, and he almost lazily stepped to the side, which caused Mataro to stumble forward uncontrollably and face-plant into the concrete.

"Look kid, take my advice and try to find another way to live your life. Oh, and maybe find a band-aid while you're at it." Ben waved at the groaning little boy over his shoulder and continued on his merry way.

By the time Mataro had stood back up his sidekicks had finally caught up with him, but unfortunately for them Ben was long gone.

The young boy growled again and waved his fist in the direction Ben has disappeared towards. "GRRRRRRRR! Damn that asshole! If I ever see that jerk again I'll give him the beating of a lifetime!"

Sulking loudly, Mataro perked up at spotting a black-haired girl with a red streak carrying a guitar case walking further down the road. The gang of punks chuckled 'menacingly' before slowly advancing towards their next unsuspecting victim.

—

After about another thirty minutes of searching, Ben was finally able to locate a map which provided him with directions to Honnouji Academy. However, upon finding said directions, he had felt pretty stupid for missing what was obviously the school.

How could he have missed that thing?! It was freaking huge!

When he finally reached the entrance to the Academy, Ben was immediately met with the sight of dozens upon dozens of similarly dressed students standing in an organized formation. When he had asked one of them where to sign in, he had promptly been ignored.

And so, after giving the random student the finger, he wandered among the masses aimlessly until finally reaching what appeared to be a sign-in table.

But what drew Ben's attention the most was the utter _MONSTER_ of a young man standing in front of said table. He was easily seven feet tall, maybe more, with gray eyes and short cropped blonde hair. The guy was literally rippling with muscles, and the spikes on his uniform didn't do anything to make him seem more friendly. Based on looks alone, the guy looked like he could give even _FOURARMS_ trouble!

The guy must have noticed Ben looking at him, for he abruptly turned to face the young hero and gave him the sternest look he had ever seen. Seriously, not even Gwen could pull off 'stern' like this man.

"YOU THERE!" The blonde shouted in what was obviously a disciplinary tone. "What is your name?"

Ben looked around to make sure he was the one being addressed, and when none of the other students replied he decided to speak up. "Uh…Ben Tennyson."

The blonde pulled a tiny clipboard seemingly out of nowhere and began flipping through it at a speed almost similar to XLR8. "AH Yes! BENJAMIN KIRBY TENNYSON! Age: Seventeen! Height: Six feet! Rank: High school student!" The tank of a man made his clipboard disappear into thin air, causing Ben to begin questioning his sanity. "You have recently transferred to Honnouji Academy from America! Is that correct?"

"Um, yes sir?"

The man nodded, seemingly in appreciation. "It is good that you appear to know how to address superiors with respect Benjamin Tennyson! Allow me to introduce myself, my name is Ira Gamagori, and I am the head of the Disciplinary Chair here at Honnouji Academy!"

The way Gamagori introduced himself was filled with such pride that Ben didn't know whether to laugh, clap, or start outright crying.

Either way Gamagori didn't bother to wait for a response as he gestured for Ben to take a stance in the front row among the other students. "I have been informed that you will be provided with on-campus housing Mr. Tennyson! That is a privilege that no No-Star students have been able to afford until now! When the time comes, you must show Lady Satsuki the proper gratitude!"

Ben only nodded dumbly, idly remembering that Satsuki was the name of Ragyo's daughter.

"Alright students, listen up! Now that everyone is accounted for you will each be directed towards your individual homerooms for the semester!" Gamagori proclaimed loudly. "Listen to all of the instructions you are given, and there should be no unnecessary issues! Now, move out!"

—

After being introduced to his homeroom teacher, Aikuro Mikisugi, Ben sat through the remainder of the class period in almost catatonic shock. It seemed as though life for Ben Tennyson would never be normal, even when something as simple as high school was concerned.

Despite being slightly out of it, the young hero was able to pay attention to the lesson well enough even though there was some girl in the back of the class snoring like a chainsaw.

After the first class ended, the students were offered a brief period of free time, which the Ultimatrix-wielder made sure to take full advantage of. It wasn't until an almost blindingly bright light started to shine from the top of the Academy that Ben was caught up in a sea of students and somehow lined up with everyone else.

Attempting to see what all of the fuss was about, Ben looked up to see Gamagori and three other brightly colored teenagers descending an enormous staircase. They seemed to be preceding another individual, who themselves appeared to be distinctly feminine.

If he was a betting man, Ben was willing to assume that this girl was Satsuki Kiryuin.

The rows of students all randomly bowed as one towards the oncoming entourage, and the American transfer student could only watch in utter confusion as everyone seemed to treat them as some form of royalty.

A teenage girl with dark, shoulder-length hair and a guitar case slung around her shoulders inexplicably broke the uniformity of the student body. Leaping directly the path of the oncoming student council, the girl grinned arrogantly and addressed those before her, much to the shock of the others surrounding her.

"Sorry to interrupt, but I hear that you're kinda the queen-bee at this school! And if you are I've got a question for ya."

Several indignant students attempted to subdue the girl, but they were quickly and easily put down with almost embarrassing ease. Opening her guitar case, the girl withdrew an oversized red Scissor Blade and spun it around her wrists before pointing it directly at Satsuki.

"This is half of a pair of giant scissors, and I've been looking for the person who owns the other half for a long time!" The girl's tone contained a strange mix of both arrogance and anger. "And ya know what? You look kind of surprised to see it prez! Seen it before?"

"And what if I have?"

Satsuki's tone was so careless that it surprised even Ben. Was she used to admittedly cute girls pointing giant scissors at her?! The other girl only seemed to get more angry at the Student Council President's reply.

"You have seen the other half haven't you?! You have the other half of my scissors!"

The girl lunged at Satsuki, and for a second Ben was convinced he was about to see a teenage girl get decapitated before a giant red boxing glove seemingly came out of nowhere and impacted the short-haired aggressor directly in her right cheek.

A series of consecutive strikes littered the girl's body ruthlessly before she was sent careening into the crowd of nearby students.

"Ah, Fukuroda…"

Satsuki's tone still hadn't changed in the slightest, however her gaze turned slightly towards the newcomer she had addressed.

"Yes Ma'am. Takaharu Fukuroda, Captain of the Boxing Club; at your service. I'll happily beat this insolent wretch into a bloody pulp, with your permission of course." The self-proclaimed Captain of the Boxing Club was a rather short individual with an all but shaved head of hair and a white uniform befitting all of the students of Honnouji Academy.

However, it was his _GLOWING BOXING GLOVES_ and the illuminated stars decorating his uniform that really drew Ben's attention. ' _This must be what they're using the Life Fibers for,'_ The American teen thought to himself. Satsuki's response snapped him out of his inner monologue.

"She's all yours."

Just then, the other girl burst back through the crowd of students and charged towards her attackers with an angry howl. The strike from her Scissor Blade was easily deflected by Fukuroda's boxing gloves, and a resounding metallic clang echoed through the air.

"What the hell? Are those gloves made of iron or somethin'?"

The Club Captain laughed condescendingly and gave his opponent a cocky smirk. "Are you an idiot? Don't you know a Goku Uniform when you see one? This Two-Star Athleticism Augmented uniform makes my boxing gloves harder than steel! Your dumb Scissor Blade can't do shit to me!"

The girl simply smirked in response and hefted her blade onto her shoulder. "That means I can stop pulling my punches right?"

Fukuroda growled in response before launching a devastating punch towards her. Which was followed by another. And another. And another. "And now! A right uppercut to finish you off!" The short teen socked his opponent directly in her lower jaw, sending her careening into the air before crashing back down into the pavement.

Ben winced. It seemed that although she could definitely talk a tough game, she lacked the skill to back it up. The sight of the girl's bloody and bruised body made his right hand instinctively reach for the Ultimatrix, but as much as he wished to intervene he had been expressly forbidden from doing so.

"I was hoping you'd prove to be more amusing, but you have no idea how to wield your weapon…what a fool." Satsuki's cruel remark brought a snarl to even Ben's face, but it wouldn't have been the first time he'd heard such a statement.

"J-Just a damn minute….you better tell me what you know or else!" The downed girl attempted to rise to her feet, but Fukuroda was upon her within a split-second and had a boxing glove wrapped around her throat.

"No one gets to speak to Lady Satsuki like that!"

The girl pulled away and attempted to slash weakly at the Club Captain, who in return avoided her attacks with almost pathetic ease. It seemed that she realized that she was in no condition to fight, as she quickly dashed away and commandeered a random civilian's moped before speeding away.

The Student Council watched her retreat with varying reactions, but Satsuki only spared her a fleeting glance before spinning on her heel and ascending the staircase back up to her private quarters, quickly followed by her entourage.

Ben could only watch in disbelief, shock, anger, and disgust as the crowd dispersed and everyone returned to their usual classes. One thing was definitely for sure…

…He wasn't in Bellwood anymore.

—

 _ **All right, so there's the second chapter! Next time, Ben will finally come into conflict with with a member of the Honnouji Academy clubs. And Let Me Tell Ya Somethin'! You definitely won't want to miss it.**_

 _ **As previously stated, constructive criticism is always appreciated.**_

 _ **AlucardsBro OUT!**_


	3. Chapter 3

Chapter 3: Eye of the Tiger

* * *

 **Here we are once again with yet another chapter! Ben is finally going to come into direct confrontation with the forces of Honnouji Academy, as well as meet everyone's favorite tomboy.**

 **Also, kudos to anyone correctly guessed what Ben's first transformation of this story will be. I gave a subtle hint in the Author's Notes at the end of the last chapter, and the title of this chapter itself should also make it fairly obvious.**

 **AlucardsBro OUT!**

 **Ben 10 belongs to ManOfAction and Kill la Kill belongs to Studio Trigger.**

* * *

Several hours after the events that had transpired in the school courtyard, Ben finally finished up with his remaining classes for the day and had been able to make it to his designated dorm room.

Upon opening the door, he was definitely able to understand why Gamagori had been so adamant that he thank Satsuki when he got the chance. While the moderately-sized apartment was not overly luxurious by any stretch of the imagination, it was still better than anything he'd ever lived in before…even his own house wasn't this well furnished!

After looking around the living room and kitchenette for several minutes, the Tennyson boy finally entered what would be his bedroom for the rest of his tenure in Japan. Blinking in even more surprise, Ben shrugged off his backpack and set it down on the king-sized bed.

Well, he had to admit…when Satsuki provided even the most basic form of student housing, she still went all-out.

Pulling his suitcase over to the adjacent closet, Ben started unpacking all of his various belongings while going over all of the events that had transpired in the single day at his new school.

First of all, some little kid tried to steal the Ultimatrix. (Which was still a surreal thought).

Then, an almost military-esque member of the student council had shouted at him in a voice that was really much louder than necessary, all while informing him of the various rules and regulations he was expected to follow now that he was a 'Proud Member of Honnouji Academy!'

And then, to top it all off, an attractive girl had attempted to bifurcate the Student Council President; only to be brutally and mercilessly beaten into retreating by an apparently super-enhanced Club Captain…

…

Ben sighed in exasperation as he hung up his multitude of black undershirts. "Yeah, this is definitely going to be an interesting mission…" He muttered incoherently under his breath about the injustice of his life until being interrupted by the crackling of the Academy PA System.

"Ahem, ATTENTION NEW GIRL!"

The Ultimatrix-wielder covered his ears and nearly fell to the floor in surprise at the sudden increase in volume.

"This is Takaharu Fukuroda! We're holding your friend hostage on charge with assisting you in the defiance of Lady Satsuki's will! If you want to save her than come out and face me!"

Ben's eyes widened in shock.

They were holding someone against their will just for associating with the girl in the courtyard? What the hell kind of a school was this place?! Shaking his head, the young hero's eyes hardened at the mere mention of someone's life being threatened.

Orders or not, if someone was in danger of dying, he would step in without hesitation.

Because that's what heroes do.

* * *

The courtyard was once again filled to the brim with students, only this time instead of being lined up formally everyone was crowded around what appeared to be a makeshift boxing ring. And off to the side, suspended above a vat of boiling liquid, was the girl Ben had seen sleeping from his class.

"Oh man this is bad! Everyone is going to see my underwear! I should have worn my sexy panties today!"

If this had been an anime Ben definitely would have face-faulted. That was what she was worried about? She didn't care that she was about to get fried like a chicken in a pot of oil?!

Just as he was about to finally step in, a cloaked figure leaped out from within the crowd and landed on the pillar his classmate was chained upon. "Hold on Mako! I'll get you out of this!"

Fukuroda began laughing like a madman.

"So, you finally got the nerve to show up and face me? Is that right Ryuko Matoi?"

Ryuko simply sneered and pulled Mako down from her bindings, which in and of itself was pretty impressive considering she had been held up with steel chains. "Taking a hostage to draw me out was pretty low…you wanna fight so bad? Well here I am!"

The Boxing Club captain let out another raspy cackle and pointed one of his glowing gloves at the dark-haired girl. "You aren't an official member of the club, but I think I can make an acceptation for you!"

Before either of the combatants could even make a move towards one another, they, along with everyone in the area, were nearly blinded by a sudden flash of bright emerald light.

As the collection of students regained their sight, a large figure leapt from the back of the crowd and into the middle of the ring between Ryuko and Fukuroda in a single bound. As the figure stood up to its full height, everyone looked on in absolutely dumbfounded shock while Ryuko voiced the only thing on their collective minds.

"What the hell…?!"

—

Satsuki Kiryuin could attest to being genuinely shocked into silence only a handful of times in her life. Three times exactly in fact.

The first time had been when she had learned of the existence of Life Fibers while she was still a little girl.

The second time had been when she had been told by her mother what her plans for the rest of humanity entailed.

And, most recently, she had been rendered speechless at the discovery that her father had seemingly disappeared off of the face of the planet.

Now however, Satsuki found herself shocked once again by the creature that had seen fit to interrupt the battle between the Matoi girl and one of her Club Captains. For standing in the center of the hastily constructed boxing arena, was what appeared to be a nine-foot-tall humanoid tiger.

It had a single black claw extending from the wrists on each of its hands. The creature was also quite muscular, though still a far cry from the musculature of Gamagori; and its green eyes glared out at Fukuroda from underneath pointed eyebrows

There were black stripes running across its mostly orange fur along its shoulders, head, neck, and upper body; while its chest, jaw, and hands were pure white. What caught Satsuki's eye the most, however, was the green hourglass-shaped symbol directly in the center of the beast's chest.

Were she in her normal state of mind, she would have had one of her Elite Four intervene. As it was though, Satsuki continued to watch the scene with wide eyes as the creature and Fukuroda began to exchange words.

—

Despite being a Club Captain in a school that gave its students uniforms that practically granted them superpowers, it seemed as though were still a few things in the world that were difficult for Fukuroda to comprehend. One of them namely being the thing standing in front of him.

"W-What the hell are you?!"

"LET ME TELL YA SOMETHIN' TAKAHARU FUKURODA; TWO-STAR CAPTAIN OF THE HONNOUJI ACADEMY BOXING CLUB!" The creature shouted at the top of its lungs in a somewhat gruff voice. "It isn't cool to kidnap innocent girls and then suspend them over pots of boiling oil like some kind of lobster! It ALSO isn't cool to force admittedly cute girls to fight you if they don't want to!"

The beast's macho facade somewhat broke upon realizing what he'd just said, and he briefly glanced over his brawny shoulder at the still shell-shocked Ryuko. Growling, it then turned back to face the Club Captain.

"Rath doesn't appreciate it when people's lives are threatened! So, you can either walk away now, of stay and have that ratty boxing uniform torn to pieces and then knitted into an ugly scarf!"

THAT seemed to snap Fukuroda out of his shocked state.

"Ratty? RATTY?! Just what the hell do you think you are? My Goku Uniform is more than enough to bring down some overgrown house cat!"

"HOUSE CAT?! That's it! Time to bring on the pain!"

Rath and Fukuroda leapt towards one another simultaneously while Ryuko gradually came down from her state of catatonic surprise. "Whatever the hell that thing is, it's doing a good job of distracting that bastard; come on Mako lets get you hom-"

"No way!"

Mako Mankanshoku gave her bewildered friend the most serious look she had ever seen on her face. "We may not know Rath well enough to call him our friend, but he didn't hesitate to jump in and save us! Its like the story of the Beauty and the Beast! Only, this time the Beast is a tiger who doesn't wear pants and the Beauty is a swashbuckling heroine who is wearing some kind of kinky bikini!"

Ryuko's face turned several shades of scarlet and she pulled her cloak more tightly around her body. How the hell had Mako seen what she was wearing? She didn't even WANT to be wearing it!

The two girls were brought out of their discussion in time to witness Fukuroda flying off from the edges of the ring only to be clotheslined by Rath's muscular arm. The human teenager groaned but steadily got back onto his feet, spitting out a glob of blood to the side. "Whatever you are, I'm surprised you can actually take a hit from my Two-Star Goku Uniform and keep standing."

Rath gave a toothy grin before assuming a traditional boxer's stance.

"Oh wait, were you actually trying to hurt me with those punches? I've felt puppies kiss harder than that!"

Fukuroda turned red with rage and dashed forwards with a speed that actually surprised the Appoplexian before ducking under Rath's right hook and smashing his Life Fiber infused boxing gloves directly into the alien's stomach.

Ben's eyes widened in a mixture of surprise and pain as he was bent over the force of the blow; hacking up spit and nearly losing his footing. However, if there was one thing Rath's species was known for, it was their resilience and utter refusal to back down.

Regaining his bearings, Ben kneed his opponent directly in the face, causing Fukuroda to stumble backwards. He then took his opportunity and raised both of his massive arms into the air before bringing them back down on the Club Captain with the force of a speeding train, causing the support of the boxing ring to give out under the pressure and bring the arena crashing down into the dirt, kicking up a cloud of dust and obscuring the combatants from view.

Ryuko shielded Mako from the debris, and once the dust cloud dispersed she was honestly surprised to see Fukuroda shakily rising to his feet once more. However, the Two-Star student had clearly seen better days…

Bleeding from the forehead, with one of his eyes swollen shut, Fukuroda fixed Rath with a glare so fierce that if he were a lesser man would have made Ben step back several feet. The Captain's Goku Uniform was ripped and tattered in several places, and a series of fractures had spread all across his giant gloves.

Rath, on the other hand, was only supporting a slight bruise on his cheek and admittedly painful punch to the stomach.

"How dare you…."

Ben blinked and cautiously assumed another stance as Fukuroda visibly began shaking with rage.

"How dare you humiliate me in front of Lady Satsuki like this you fleabag!"

The human of the two fighters lunged forwards with a battle cry; a glove reared back in preparation to make another strike on his opponent.

Rath's eyes narrowed and he waited until Fukuroda was close enough before ducking under the teen's guard and then rearing back up with a devastating haymaker directly to the Two-Star's lower jaw; halting all of his forward momentum and instead sending him careening up into the air and out of the arena before crashing back down into the ground directly in front of the crowd of dumbfounded students.

Ben winced, having momentarily forgotten that, superpowers or not, he was still fighting against a human. Without the protection of his Life Fiber enhanced clothing, he was almost certain he would have splattered his opponent's head like a watermelon.

Having been knocked unconscious from the force of the blow, Fukuroda remained motionless as the cracks on his gloves continued to spread before they finally shattered; and much to Ben's shock and mortification, the remaining part's of the Club Captain's uniform inexplicably ripped to pieces, leaving him as naked as the day he was born.

However, unseen by anyone, a single red thread rose from the remnants of the downed student's clothing before being absorbed into the outfit of the nearest individual; Ryuko Matoi.

The sharp sound of something striking a solid surface drew everyone's attention back to Satsuki, who until now had been watching the battle with both interest and disgust. What exactly was this beast to possess enough strength to physically overpower a Two Star Goku Uniform? Was this a sign that some beings were capable of overcoming the might of the Life Fibers?

No! What an utterly ridiculous notion!

"You there, creature!" Satsuki's voice rang out clearly for everyone in the courtyard to hear. "You have fought against and defeated a student wearing one of my Goku Uniforms! Such a feat, while admirable, is something I cannot afford to ignore!"

The Student Council President then turned and addressed her Elite Four, "Apprehend that creature, as well as Ryuko Matoi."

Rath snarled and pointed a meaty finger directly at Satsuki, drawing gasps of shock and indignation from the student body and the Student Council, most notably from Ira Gamagori.

"LET ME TELL YA SOMETHIN' SATSUKI KIRYUIN, STUDENT COUNCIL PRESIDENT OF HONNOUJI ACADEMY!" Ben bellowed while meeting Satsuki's icy blue eyes head on. "Nobody apprehends Rath unless Rath says so! And Rath says NO!"

With that, Ben brought up his right hand and smacked the Ultimatrix symbol in the middle of his chest, engulfing him in a bright emerald light that forced everyone to look away. Once the light died down, all that could be heard was a 'wooshing' sound and a cloud of dust was inexplicably kicked up.

When the dust had settled, it became apparent that the creature, along with Ryuko and Mako, had seemingly disappeared.

Satsuki's eyes narrowed as she glared at the entrance to the Academy, all but ignoring Gamagori and Sanageyama's orders being directed at the rest of the students to search the premises. Whatever had just occurred today, in front of her very eyes, had the potential to disrupt he plans for the future.

And Satsuki did not appreciate disruptions in the slightest…

* * *

Ryuko blinked in surprise as she seemingly teleported across the expanse of Honnou City in a fraction of a second. She idly noted that Mako was pressed against her right side, and that there was an arm wrapped around both of their waists.

A BLUE arm.

Yelping as her mind finally caught up with her, Ryuko pulled away from whatever was holding her; which unfortunately also caused her cloak to fall to the ground.

"…Well, that's something you don't see everyday…"

Turning around to face the source of the raspy voice, the first thought that passed that Ryuko's mind was that she was going to have to fight a blue Velociraptor. Upon closer inspection however, she realized that didn't even come CLOSE to describing the thing in front of her.

It obviously had blue skin, but was also covered in sleek black armor that extended all the way from the tip of its elongated hear to about the middle of its legs. It had clawed hands, and feet that looked like they sat upon black orbs. A long, blue and black striped tail swished behind the creature, and it cocked its head at her in apparent curiosity.

It was then she realized that the thing was still holding onto Mako.

"Hey! I don't know what the hell you are but you'd better let go of her or I'll slice ya to pieces!" She snarled, leveling her Scissor Blade and pointing it directly at the monster. In her worry for her friend she all but forgot about her current attire.

The dino-creature immediately released Mako and waved its clawed hands in the air in the universal sign for peace. "Hey, hey! There's no need to be hasty! If this is the thanks I get for saving your butts then I'll be sure to ask first next time…" It rasped; tone laced with sarcasm.

Ryuko's glare intensified before she hesitantly lowered her blade. Meanwhile, Mako was gushing over their apparent rescuer.

"Oh my gosh! It's an actual real life dinosaur! And it talks! Oh no, i remember seeing all of those dinosaur movies as a kid! Please don't eat usssss!" She continued to bawl and roll around in the alleyway, while being promptly ignored by the girl and alien.

A sudden beeping sound caught their attention and the creature looked down at the blinking symbol on its chest before muttering, "Aw crap…"

Green light flashed throughout the alley, forcing Ryuko to shield her eyes. When the light disappeared, she looked back up at the monster; only for her eyes to widen in astonishment at seeing a simple brown-haired boy standing there wearing the Honnouji Academy uniform.

Eyes hardening, the Kamui-Clad girl pointed her sword at the nervous teenager. "Okay…TALK. What the hell is going on?! Who are you?"

The boy sighed before smiling sheepishly and extending a hand.

"I guess subtlety is out of the question now anyways…it's nice to meet you. My name is Ben Tennyson."

* * *

 **And there we have it. Ben has finally been introduced to the Main Cast of Honnouji Academy. I'd like to make it clear, however, that the only people who know about Ben being the one to transform are Ryuko and Mako.**

 **And as promised, Ben has finally used the Ultimatrix! And Rath and XLR8 have made their debut appearances.**

 **I'm sorry that this wasn't as long as the last chapter, but now that everyone has met one another we call really get the ball rolling.**

 **Oh and don't worry, Senketsu will get his time to shine.**

 **As always, thanks for viewing and see ya net time!**

 **AlucardsBro OUT!**


	4. Chapter 4

Chapter 4: Who Let the Dogs Out

* * *

 **I honestly didn't expect as many people to follow this story in a single day as there are. Not to mention one of the authors of one of my favorite Ben 10 crossovers! You know who you are…heh heh.**

 **Anyway, here is another chapter of "Fibers of the Universe," and in it we will finally be witnessing things from Ryuko's perspective as well as the official introduction to Senketsu.**

 **In response to Guest: No, I don't necessarily think Ben will have to hold back in any of his fights, so long as his opponents are actually wearing Goku Uniforms. If you've watched Kill la Kill, then you know just how strong those things can make a person. I will admit, however, that there are at least three (possibly four) of Ben's aliens that WOULD need to keep their strength in check, but they will only be used against the heaviest of hitters.**

 **As always, thank you to everyone who favorited and followed this story!**

 **AlucardsBro OUT!**

 **Ben 10 is owned by ManOfAction and Kill la Kill is owned by Studio Trigger**

* * *

Ryuko was having a… _peculiar…_ morning to say the very least.

Walking along the sloping streets of Honnou City with Mako prattling along at her side, the teenage girl's thoughts were fully dominated by the events that had occurred the previous evening. It all seemed way too surreal to possibly be true. I mean come on… _ALIENS?_ It was such a ridiculous concept, but if Ryuko was being completely honest with herself she couldn't really come up with anything better to describe the creatures Ben had turned into.

Speaking of Ben…

Apparently they were in the same class; though Ryuko didn't feel to particularly bad about not recognizing him since he looked pretty ordinary, aside from the fact that he was obviously from America.

" _ **Your blood is beginning to taste quite bitter…are you getting worked up again Ryuko?"**_

The dark-haired girl scowled.

Oh, and that was _ANOTHER thing!_

After getting the shit kicked out of her by Fukuroda and making her last minute escape, Ryuko had returned to her childhood home. Or at least what was left of it…

Anyway, while she had been searching through the remnants of her house, the floor had suddenly caved in underneath her and she'd fallen into some kind of underground basement.

After a series of events that led her to being stripped down to her underwear by a fucking _SENTIENT SAILOR UNIFORM,_ the freaky thing had forced her to wear itself. That, in turn, had led to a rather embarrassing transformation.

" _ **You do know that I can hear your thoughts, correct?"**_

" _Shut up!"_ she hissed between her teeth.

The thing obviously didn't know when to keep quiet either.

"Did you say something Ryuko?"

Ryuko blinked in surprise, having momentarily forgotten that she was walking right next to Mako. "A-ah, no."

"Okie-dokey!"

…

While Mako was without a doubt the most spontaneous and random person she had ever met, Ryuko couldn't help but smile and relax and her new friend's innocent nature.

"Oh hey! I nearly forgot to ask you what you think about Benny!" Mako questioned cheerfully.

Ryuko merely raised an eyebrow. "Benny?"

"Well yeah, he's my second bestie now. So he's gotta have a nickname!"

The blue-eyed girl snorted at Mako's questionable logic before resting her hands in her pockets and thinking back on last night.

* * *

 _(Flashback)_

" _I guess subtlety is out of the question now anyways…it's nice to meet you. My name is Ben Tennyson."_

 _Ryuko stared in surprise at the outstretched hand being offered to her, before looking up to meet Ben's eyes. Was he serious? She was pointing her Scissor Blade directly at him and the first thing he does was casually introduce himself?!_

 _Realizing that this wasn't going to go as smoothly as he'd hoped, Ben sighed and retracted his hand. "Look, Ryuko right? I'm not going to try and fight you if that's what you're worried about. I wouldn't have tried to step in otherwise."_

" _How do you know my name then?"_

 _Ben offered her a blank look. "Well, Fukuroda DID scream it at the top of his lungs on the PA System…not to mention that he called you by name when you showed up to rescue Mako."_

 _Ryuko scowled and her cheeks turned slightly pink. "Oh, right."_

 _Their discussion was spectacularly interrupted when Mako basically teleported from her place on the ground to right up in Ben's personal space. "WOW! That was so cool! You turned into that dinosaur-thingy right? I guess that means that you're Rath too huh, but between you and me I like Rath better than the blue one; he's really funny and loud!"_

 _Ben chuckled nervously and stepped back. "Uh…thanks?"_

 _Mako nodded with a smile. "You're welcome Benny!"_

" _Benny?"_

" _Well yeah! You saved us, which means you must at least like us! And if you like us, then that means we have to be best friends!"_

 _Ben blinked dumbly before glancing over Mako's shoulder at Ryuko. "Is she always like this…?"_

 _The blue-eyed girl sighed and gave him an exasperated look._

" _Yeah, pretty much. But enough about us; I think its time you told us how you turned into those monsters." The way she phrased her statement made it perfectly clear that Ben wasn't going to get a choice in the matter._

 _Sighing and rolling up his left sleeve, the brown-hared teen held up his arm for both of them to see. "This device is called the Ultimatrix. Inside of it is stored DNA from over a million alien species all across the Universe, and it lets me turn into about a hundred or so of them at a time."_

 _Judging by Ryuko's reaction, she was obviously having quite a hard time believing that everything he said was true. Mako, on the other hand, took all of the information in stride and nodded sagely as if it were one of the most obvious things in the world._

" _RIIIIIIIIIIIGHT. Aliens. Let's say that I actually believe you; show us another one of these transformations of yours and maybe we'll call it even," Ryuko snorted, leaning her Scissor Blade across her shoulders._

 _Ben gave her a peculiar look before smirking. "Sure, I could even give you two a ride home if you'd like; but to be honest, you should probably change into something a little more conservative first." Even as he said this, his cheeks turned a bit red._

 _Ryuko blinked, before looking down and suddenly realizing that she was still wearing the thing that had attacked her in her dad's basement._

 _The red Scissor Blade fell to the street with a clang, and its owner let out a screech while sinking into a mortified crouch and covering herself up with her hands._

" _TURN AROUND!"_

 _Having dealt with strong-willed women for most of his life, Ben knew when not to question such a command. Spinning on his heel, the Ultimatrix-wielder faced away from the two girls and stared straight ahead._

" _So…uh…do you have anything else to wear?"_

 _While he couldn't see her reaction, he could almost FEEL the searing glare the unfortunate girl sent his way. "No…"_

 _However, almost as soon as she'd said this, steam erupted from within her outfit before it suddenly converted back into a regular looking sailor school uniform. Still red with embarrassment, Ryuko slowly stood up and moved her hands back down to her sides. "Well that's pretty fuckin' convenient…"_

 _Looking up at Ben, she noticed that he was still facing away from her._

" _You can look now…"_

 _The young hero turned around slowly, almost as if he were afraid to do so, before visibly sagging in relief on seeing that Ryuko's clothes now looked relatively normal. "So, uh, how about that ride home?"_

 _Mako bounced over and danced around Ben in excitement. "You're gonna turn into another alien?! Aw let me see, let me see, let me see!"_

 _Ben just chuckled nervously before raising his left arm and activating the Ultimatrix. Despite Ryuko's earlier embarrassment and Mako's uncontrollable enthusiasm, both girls leaned forward in curiosity as a green hologram of some kind of strange bug-like creature materialized into place over the watch's faceplate._

" _Ohhhh! Are you gonna turn into that one?"_

 _The teenage boy smiled at the brown-eyed girl's innocent astonishment, but shook his head in the negative. "Nope, I've got someone else in mind."_

 _Continuing to cycle through his various available transformations, Ben eventually seemed to find the one that he was looking for. Looking up at his classmates, he gave them a mysterious grin._

" _Alright, you two might want to take a few steps back."_

 _Mako didn't appear to heed his warning, but nonetheless Ryuko pulled her friend back a respectable distance. Nodding once he was satisfied with their position, Ben raised his right hand over the selected hologram with the grin still on his face. "It's hero time!"_

 _Slamming his hand down on the faceplate, Ben was engulfed in a flash of light; obscuring him from his audience's vision._

 _Once the light had receded. Ryuko and Mako looked back up to see what appeared to be a large orange dog with no eyes, ears, nose, or tail. It's posture, however, was somewhat reminiscent of a gorilla._

 _Its teeth were quite defined, and jutted out from its lower jaw in a jagged formation. Along its back and forearms, strange quill-like protrusions rose above the rest of its fur and pointed back and upwards. Three gills ran along the under and up to the side of its thick neck, and vicious looking claws were on each of its hands and feet._

 _And on its chest, was the green hourglass symbol that had been on Ben's watch._

 _The creature let out a bellow and loped up to the two girls; each of whom were reacting to what had just occurred quite differently. Ryuko, on one hand, took a couple of steps back and raised her Scissor Blade halfway, while Mako had a wide smile on her face._

" _It's a giant doggy!"_

 _Wildmutt cocked his head to the side, obviously having not been expecting such a statement. Shaking his head, sending bits of drool flying, Ben turned to the side and crouched down while still looking at the girls._

 _Ryuko blinked and lowered her blade. "You want us to get on…?"_

 _Ben let out an affirmative grunt, although apparently Mako hadn't thought his reply was necessary, as she was already sitting just above his brawny shoulders and bouncing in place excitedly._

 _Hesitating momentarily, Ryuko took several tentative steps forward before eventually climbing up to sit behind her friend; grabbing fistfuls of the Vulpimancer's fur to hang on._

 _Once he was sure that both girls were securely in place, Wildmutt let out a bellowing roar and reared up on his back legs before galloping out of the alleyway and into the main street. Weaving around and jumping over cars and any other obstacles in his path, Ben continued to follow a scent that could not have possibly belonged to anyone other than Mako's family._

 _Leaping onto a wall; his claws dug into the side of the building as he climbed his way up and over the side onto the roof. Sprinting across the top of the building; once he reached the edge of the roof he took an enormous jump and landed on the next structure, before continuing his path across the rooftops._

 _Mako let out a cheering laugh of joy, waving her hands in the air as she enjoyed the ride without a care in the world. Ryuko, on the other hand, was painfully fisting handfuls of Wildmutt's fur as tightly as she could in a desperate attempt to stay in place._

 _Climbing down the side of the last building, Ben returned to the ground and came to a halt directly in front of a dimly lit shack in the poor district of Honnou City._

" _Awwww…we're here already?" Mako whined, not wanting to end their joyride so quickly. Behind her, Ryuko all but fell off of the Vulpimancer's back and dragged herself across the ground with a pitiful groan. "Oh God, I think i'm gonna hurl…"_

 _Completely ignorant of her friend's plight, Mako easily slid down and gave Wildmutt's thick neck a hug._

" _Thanks for the ride Benny, see you at school tomorrow!"_

 _Ben sat on his haunches and watched Mako disappear into the house before turning his head towards Ryuko, who in return was filling him with a baleful glare from her place in the dirt. "I hate you so much…" she growled without any bite to her words._

 _Despite his current form, Wildmutt's lips curled into something that suspiciously resembled a smirk before he stood back up and turned away; bounding into the darkness back towards Honnouji Academy._

 _Shakily rising to her feet, Ryuko shambled into the Mankanshoku household; ready to finally get a good night's sleep after such a crazy day._

 _(End Flashback)_

* * *

She never had fallen asleep last night…

Between the freaky sailor-uniform attempting to talk to her every thirty seconds, and Mako's dad and little brother trying to perv on her, Ryuko hadn't been able to close her eyes for even a minute. Her bad mood hadn't lasted too long however, as Mako's bubbly personality was rather infectious.

As the two girls approached the entrance to Honnouji Academy, they spotted Ben reading a sign posted directly in the middle of the foyer.

"Hey man, what are you doing down here? Don't you live up in the dorms?" Ryuko questioned with a raised eyebrow.

Turning around, the Ultimatrix-wielder offered them a smile. "Oh hey you two; and to answer your question, I DO live in the dorms, but I heard about a Student Council billboard being set up and…well…just look…"

Coming up to stand beside their newest friend, Ryuko and Mako began to read the latest declaration from Satsuki Kiyuin's personal desk.

" _To Ryuko Matoi and the creature that defeated Takaharu Fukurode: This is a declaration of challenge! I expect the both of you to have enough honor to accept; however, if you do not I will send someone to forcibly apprehend you."_

"What the hell? Is the head-bitch really calling us out already?" Ryuko frowned before smirking smugly. "Heh, guess she isn't confident enough to ignore us after all!"

Ben shook his head.

"No, I may have only known Satsuki for a single day, but it doesn't seem like her to personally want to fight us when she acts so high-and-mighty all of the time…"

The blue-eyed girl just shrugged in response before continuing to walk into the school courtyard. "Whatever; I don't care when it happens, but I'll get the answers I need out of here sooner or later."

As the trio entered the campus, a volley of high-speed tennis balls suddenly flew in out of nowhere and impacted Mako directly in the face, drawing shocked looks from both Ben and Ryuko.

"What the hell?! Mako! Are you okay?!"

"Oh _COME ON…now what?"_

* * *

 **And there we go.**

 **I'm sorry that there wasn't really any action in this chapter, but I still feel like the character development was still necessary.**

 **Also, it has recently come to my attention that several people want Satsuki to eventually end up in the pairing as well. Is that something the rest of you guys would want to see happen?**

 **Anyways, thanks for reading and reviews are always appreciated.**

 **AlucardsBro OUT!**


	5. Chapter 5

Chapter 5: Game, Set, Match

* * *

 **Here I sit once again, coffee in hand as I type out another promising chapter of "Fibers of the Universe!"**

 **Due to popular demand, it looks like Satsuki will eventually be catching Ben's eye as well; and although I hadn't originally planned for this, I've already got a few ideas on how to kick off their relationship further down the line.**

 **Also, it has come to my attention that several people are displeased with the fact that the Ultimatrix was broken in the prologue. Let me be perfectly clear: If you've actually watched Ben 10, then you know that the Ulimatrix itself is an imperfect knockoff (as stated by Azmuth himself) mostly finished by Albedo. So yeah, OF COURSE it's not as durable as the newer Omnitrix.**

 **In response to Guest: No, the only two girls who will be shipped with Ben are Ryuko and Satsuki. Nui and Ben have such differently clashing morals that it would be all but impossible to ship them convincingly. I have a different relationship for them in mind.**

 **To Anonymous: To be completely honest, I've never even considered a High School of the Dead and Ben 10 crossover. The two are such contrasting series that it's a little difficult to come up with a feasible plot line; however if this is something the rest of you would like to see, then I'll certainly think about it!**

 **AlucardsBro OUT!**

 **Ben 10 is owned by ManOfAction and Kill la Kill is owned by Studio Trigger**

* * *

"I take it you're the transfer student who was rude to Lady Satsuki."

Looking up from Mako; Ryuko and Ben took in the appearance of their friend's assailant. The individual in question was a rather thin girl with long blonde hair tied up in twin-tails. A wide, shark-like grin was spread across her face, and she seemed to be wearing some kind of Honnouji Academy variant of a standard tennis player's uniform.

What really stood out however, was that the underside of her dress appeared to be stuffed to brim with tennis balls; not to mention the glowing red stars that were emblazoned proudly across her moderately-sized chest.

Ben grimaced. "Guess she's another one of those Two-Star Club Captains…"

The blonde girl's smirk widened as she turned slightly to face the teenage boy.

"You're correct Ben Tennyson, I am Omiko Hakodate; Captain of the Girls' Tennis Club. It's a pleasure to make your acquaintance cutie." She responded with a wink.

Ben blushed slightly while Ryuko continued to glare at the other girl.

"Hey blondie! What's the big idea attacking our friend like that?!"

Omiko's smile diminished slightly as she turned back to address the question. "As a member of the club, Mako Mankanshoku has failed to line up to her Club Requirements. So naturally, we're purging her."

An actual growl tore from the dark-haired girl's throat. "Yeah? What's she done to deserve something like that?"

"Oh, well she failed to show up to practice yesterday. And anyone who misses practice suffers the One-Hundred and Ten Million Cannonball Serve! However, you're not even in the club; so what don't you butt out?"

"What?! Mako wasn't at practice yesterday because that dumbass boxer was holding her hostage!"

Hakodate rolled her eyes. "Yeah? Well she needed permission for that. Alright girls, serve it up!"

The blonde's command was answered when the line of Tennis Club members immediately began to pelt hundreds of balls in their direction, most of which were blocked by Ryuko's guitar case.

Ben turned to Mako. "You'd better get out of here while you have the chance."

"Okie-dokey Benny!"

As everyone present collectively watched Mako scurry away, Hakodate raised an eyebrow and gave Ryuko a flat look. "Soooo…does this mean you want to take her place?"

Ryuko simply smirked. "Eh, I might as well. I kinda owe her for dinner and a bed."

Ben frowned and pulled her back to where only she could hear him. "Are you sure about this? I could easily find a place to sneak off to transform." Ryuko grinned in response and gave him a thumbs up.

"Nah, I've totally got this. Besides, last night you said you wanted to keep your powers a secret right?"

Ben sighed but realized that she had a point. "Alright, but be careful."

Ryuko let out a forced laugh as her cheeks turned slightly pink. "Y-yeah, no problem."

"Are you two done making out over there yet? It's a shame really…here I was getting ready to ask the American exchange student out on a date, only to find out he's already been snatched up by the vile girl who disrespected Lady Satsuki."

Ben choked while Ryuko's face turned an atomic shade of red. "S-SHUT UP! We're not together or anything! I've only known him for a day!"

Hakodate's smile returned in earnest.

"Really? That means I've still got a shot! Just wait for a minute there handsome, this shouldn't take very long."

Still red in the face, Ryuko snarled before assuming a battle-ready stance. "I'm gonna shred those Goku Uniforms right of your bodies! Let's go Senketsu!"

…

Nothing happened.

"H-hey Senketsu, come on let's get going! What's wrong with you man?"

Both Ben and Omiko started at Ryuko incredulously as she began having a one-sided conversation with her Sailor Uniform. "She's talking to her clothes…we haven't even started this match and I'm already disappointed. Now die!"

"Gimme a sec, I'm not ready!"

Ryuko's words went unheeded as a volley of tennis balls hit her in the side hard enough to propel her off of the bridge and into the water below. "That was it? Not really much of a challenge was she?" Blinking in realization, Hakodate's smile returned widely once again as she realized that Ben was all alone. "Well then cutie, now that she's out of the picture what do you say we go somewhere more… _comfortable?"_

Against his better judgement, a pleasant tingle shot down Ben's spine at the purr in the blonde's tone. What? He was still a teenage boy after all.

"Uhhh…"

Spinning around, the young hero ran away as fast his human body was able to, leaving a shocked Tennis Club Captain in the dust.

"H-hey! Come back here!"

* * *

Slowly opening her eyes, Ryuko grimaced at the pain before realizing that she was no longer in the sewer system.

"Welcome back to the land of the living kid."

Sitting up, the teenage girl winced as she attempted to locate the source of the voice. Perched on the windowsill across from her was a very familiar looking man with scruffy blue hair, wearing a disheveled dress shirt and black slacks. "Hey, aren't you a teacher…?"

"Yep, I'm your homeroom teacher Aikuro Mikisugi," The older man grinned. "You sure had a big day little girl; I hope you learned something after taking such a beating."

Ryuko scowled before attempting to sit up some more, but as she did so the blanket covering her slipped down, and she was suddenly acutely aware of the fact that she was in nothing but her underwear. Looking around in a panic, she noticed that Senketsu was on a hanger on the far wall.

"Oh my god, did you undress me?!"

"Yep, and now that you're awake its time to teach you a thing or two about your body…"

Ryuko turned red in a mixture of utter mortification and unbridled rage. Clutching the blanket to her chest, she stood up and swung at the blue-haired bastard's face with her right fist. "You freakin' pervert!"

Aikuro easily dodged the punch and reached into his shirt. Taking out several needles, he flicked them in Ryuko's direction, where they painlessly lodged into her skin. "H-hey! What the heck did you just do; I can't move!"

"Relax, it's just anesthetic acupuncture. By the way, it looks like your blood is running a bit hot…mind if I take a little of it?" The teacher grinned creepily while withdrawing a needle from his pocket.

Ryuko's anger was quickly replaced with panic. "No! Get it away! I hate needles!"

Ignoring her, Mikisugi stuck the syringe in her arm and withdrew a small amount of her blood. "I bet you're wondering why your Kamui didn't activate when you wanted it to." After taking out the needle, he pointed it at the slumbering form of Senketsu and squirted some of the contents onto his lapels. The blood was promptly absorbed, and the Kamui's one good eye quickly shot open.

" **More! Feed me more! Feed me more of you blood!"**

Ryuko glared at her uniform with a deadpan expression. "Well look who finally decided to wake up…"

As Senkestu calmed down, he took in their current surroundings before turning back to his wearer. **"Where are we Ryuko? This doesn't seem to be the Mankanshoku household."**

The girl in question snarled, and had she been able to move, would be attempting to strangle whatever kind of neck the Kamui had. "You dumbass! You totally left me hanging back there! Ben probably had to fight that crazy tennis chick all on his own!" Blinking, Ryuko suddenly seemed to realize something. "Oh my God! Ben! That chick was totally perving on him! Who knows what she's been doing to him ever since I got knocked out!"

Aikuro sighed in exasperation. "Both of you calm down, your little friend is perfectly fine; the last I saw of him, he was heading to class with the Mankanshoku girl."

Ryuko let out a sigh, but her relief was incredibly short-lived when Mikisugi ran a hand through his hair, bringing it away from his eyes, before looking at her creepily again. She idly noticed that a weird bright light seemed to be shining from somewhere behind him.

"Do you understand now though? In order to activate properly, Senketsu needs a direct supply line to your blood. Otherwise he's just an ordinary school uniform."

" **ORDINARY?!"**

It seemed that the blue-haired man didn't hear the indignant Kamui, as he continued his explanation while simultaneously unbuttoning his shirt. As it slid down his shoulders, Ryuko was horrified to see bright purple glowing lights surrounding his nipples. "Your late father, Isshin Matoi, created a Life Fiber being more powerful than any Goku Uniform could ever hope to be; and, the one who masters wearing it will be the only one who stands a chance of beating Satsuki Kiryuin."

A he said all of this, the light surrounding Mikisugi continued to increase in intensity, and he began to strike a series of suggestive poses.

"All right…who the hell are you?" Ryuko asked with a grimace.

"First you must prove to me that you are deserving of the answer."

"Oh yeah? And how do I do that?"

Aikuro struck another pose. "Beat the Tennis Club Captain, Omiko Hakodate. If you are unable to overcome a simple Two-Star Goku Uniform, then you are unworthy of both the Kamui you wear and the information you request."

A loud alarm blaring over the PA System suddenly interrupted his impassioned speech. Quickly shifting back into his teacher persona, the blue-haired man spun around and withdrew the anesthetic needles from Ryuko's back. "Welp, you'd better get moving kid; afternoon classes are about to start."

As Ryuko regained feeling throughout her body, Mikisugi withdrew something from a desk and held it up for her to see. "Take this; its called a Seki Tekko, and it should make delivering blood to your Kamui easier."

Scowling, the teenage girl put Senketsu back on and snatched the glove out of the creepy man's hand. "Fine, I'll go pound that Club Captain into the dirt; but after that you'd better tell me _EVERYTHING_ I want to know."

* * *

At the Honnouji Academy tennis courts, the girls' team was practicing under the supervision of both their Club Captain, as well as the head of the school's athletic committee, Uzu Sanageyama.

"Looking good Hakodate."

The blonde Captain sent another ball careening into a metal target with her Life Fiber enhanced tennis racket, tearing through the metal with almost laughable ease. "Thank you sir, it's all thanks to the Athleticism Augmented Two-Star graciously bestowed upon me by Lady Satsuki."

Truth be told, although she maintained a cool exterior in front of her superior, Omiko was still fuming on the inside. How dare that American transfer student simply run away after she had proposed something so… _embarrassing…_ in front of the rest of the Tennis Team?! The blonde knew she was attractive enough, so that obviously wasn't the issue at hand.

" _It must be because of that girl who disrespected Lady Satsuki!'_ She snarled internally. _"The next time I see her I'm gonna pound her into the ground! Then my handsome Benny will see that I'm the stronger and prettier one!'_

"Uh, Hakodate?"

Sanageyama's voice interrupted the blonde's train of thought, and she immediately snapped to attention. "Y-Yes sir?"

"I think the target has had enough," The green-haired member of the Elite Four chuckled sightly, pointing at the end of the practice range. Following Uzu's finger with her eyes, Omiko noted that, in her internal fury, she had completely decimated the target beyond repair without even realizing it. "Is there something on your mind Hakodate? You know there can't be any distractions while we prepare the team for the upcoming tournament.

The Club Captain blushed slightly and bowed her head in apology. "Forgive me sir, it won't happen again."

Sanageyama gave her a scrutinizing look before simply shrugging; turning away to supervise the rest of the team. Once her superior's back was turned, Hakodate's face twisted into a snarl as she glared at the ground beneath her.

"Damn you Ryuko Matoi! I may have beaten you today, but you still made a fool out of me! I swear if it's the last thing I do, I'll find a way to humiliate you as much as I can! And then my Benny will see that I'm the only one for him, not you!"

Her signature shark-like grin spread across her face at the thought.

* * *

As he was eating lunch with Mako and waiting for Ryuko to return, Ben suddenly let out an almighty sneeze. Glancing up from her bento box, Mako swallowed a mouthful of her mom's mystery croquettes before giving her friend a curious expression.

"You okay there second bestie?"

Shaking off the ominous feeling he was getting, Ben offered the brown-haired girl what he hoped was a reassuring smile. "It's nothing Mako, I just felt like someone was talking about me."

"Hmmm…okie-dokey then!"

As Mako returned to her lunch, the Ultimatrix-wielder let out a sigh and nervously looked around.

Somehow, he felt that things were about to get even crazier here at Honnouji Academy.

* * *

 **And there we have it.**

 **Omiko Hakodate has a crush on Ben, and we finally see more of the story from Ryuko's perspective. Oh, and Senketsu actually had a few lines in this chapter!**

 **Next time, we will see the rematch between the Tennis Club Captain and Ryuko, and each of them will fight for Ben's love. Nah, I'm just kidding. That comes later.**

 **As always, reviews are greatly appreciated, and if anyone wants to check out my other story, "A Trial by Heroism," feel free to do so.**

 **AlucardsBro OUT!**


	6. Chapter 6

Chapter 6: Catfight

* * *

 **Well would you look at that? I'm not dead…**

 **There is honestly nothing I can say that can make up for the amount of time I have spent away from this story. All that I** _ **will**_ **say is that school and work have been majorly occupying my life for the past few months, and I had to dedicate more focus to them.**

 **If you have been reading my other more recent stories, then you are probably already well aware of this fact.**

 **But yes, I am back now.** _ **However,**_ **let me stress that although school is over for the summer, I still have an actual job to attend. It is how I make a living, so if I have to choose between focussing on work and updating my stories, then I will obviously choose my job. That being said, I will still update as often as I can. I love these stories, and it is so much fun to get to share my ideas with all of you.**

 **At the moment, I am currently rewatching the entirety of** _ **Kill La Kill**_ **to get me back into the mood for writing this particular story, and I have to say that it has worked quite well. I had forgotten how much I love the characters, the plot, and the musical score of the series.**

 **I've also been reading over what I already had written down for this story. It isn't bad, per say, but it has become abundantly clear to me that my writing has improved significantly since I left you all. I hope that this will be conveyed as we continue.**

 **Now then, before we actually do that, I would like to make an announcement:**

 **After some serious thinking, I have decided that Satsuki will** _ **NOT**_ **end up being paired with Ben. Ben isn't the type of person to play with two women's hearts, and Satsuki isn't the type of woman who would allow herself to be led along like that. I have written harem stories before, but this won't be one of them.**

 **Also, from this point forward, line breaks will be used in order to indicate a change in perspective. If any time has passed between line breaks, then I will indicate as such.**

 **AlucardsBro OUT!**

 **Ben 10 is owned by ManOfAction and Kill la Kill is owned by Studio Trigger**

* * *

There were many different classes among the wealthy elites of the world.

Some people preferred to hoard their money and never allow a single cent of it to see the light of day. There were others who devoted all of their wealth to bettering the lives of those less fortunate around them, and donated all of their profits to charity. And still, there were others who saved their money; investing it in other companies until it eventually provided them with _even_ more of the silly green paper.

Ragyo Kiryuin was no such woman.

She did not hoard her earnings, and although she did invest in other companies and donate considerable amounts to charities all across the world, most of it was all for show. No, if there was anything Ragyo loved to do with the wealth she had obtained over the years, it was to show just _how much_ she had. She loved to flaunt her splendor in the faces of others, even if it was only in the most subtle of ways.

Standing in her luxurious office atop REVOCS headquarters, the silver-haired woman smiled sensually as she took a deep sip from her glass of wine. Oh, she hadn't bothered to remember what particular brand she was currently partaking in; all she knew was that it came from somewhere in California. The white dress she wore effortlessly hugged her curves and accentuated her already prominent breasts, and she knew that any man would look upon her as if she were a goddess.

As they should.

A knock on her redwood office doors drew her attention, yet Ragyo continued to look out through her massive window in order to watch the setting sun.

"Do come in."

Almost immediately after she gave her consent, the doors opened and a dark-skinned young woman wearing aviator shades entered the room.

"Ah, my darling Rei Hououmaru; what can I do for you this evening?"

The woman in question ignored her boss' teasing greeting and walked over to the desk, before pulling out several files. "Good evening Ma'am, I hope that the Screaming Eagle Cabernet 1992 is to your liking?"

Ragyo smiled once again and finished off what remained in the wine glass. "Is that what this is? How much did it cost?"

"Five hundred thousand dollars Ma'am."

"Hmmm…we'll have to pick out something better next time." Setting the glass down on her desk, the maroon-eyed Kiryuin matriarch turned to give her assistant her full attention. "I take it that you have something you wish to share, my dear?"

Rei nodded, placing the files on the desk. "It has just come to my attention that one Benjamin Kirby Tennyson has recently transferred from Bellwood High School to Honnouji Academy." Opening the folders, she pulled out a picture of Ben.

"Oh? Maxwell's grandson is attending my daughter's Academy? _Comme C'est Amusant…"_ The CEO of REVOCS smiled once again in amusement as she lifted the picture for closer examination.

"It would appear so Ma'am, and according to the cameras we have installed within the school, it appears as though Satsuki might have taken an interest in him." Rei replied.

"Romantically?"

"No, purely for informational purposes. She's been doing quite a bit of research into his background."

The older woman sighed in mock-exasperation. "How disappointing, I'm starting to think that dear daughter of mine will never find a man to suit her needs…perhaps I should give her a call in regards to this."

"Whatever you think is necessary Ma'am."

Turning around, Ragyo looked out at the setting sun as a smile one again spread across her face. "Things are most certainly getting more interesting with each passing day…"

* * *

Mako's head whipped to the side as yet another tennis ball crashed into her cheek. After their assigned lunch period, several members of the Tennis Club had ambushed her and brought her out into the courtyard, where she was currently being punished for missing practice the previous day.

The volley of pain was relentless, and there didn't appear to be an end in sight, until suddenly a wall of vines erupted from the ground and formed a barrier around the defenseless girl.

Sanageyama and Hakodate, who had been supervising the punishment, looked on in astonishment as a plant-like creature rose from the broken remains of the tennis court and glared at them both with a single green eye.

As far as it's appearance went, the creature was brownish-green in color, and a pair of what seemed to be fleshy bulbs protruded from it's shoulders. It's head was encased in something fairly reminiscent of a Venus flytrap, and the strange symbol that had been seen on Rath was in the middle of it's chest.

This all but confirmed Sanageyama's suspicions that the creatures that had been popping up recently were all working together.

Stepping forward, the kendo master pointed his shinai as the monster and narrowed his eyes. "I don't know who or what the hell you think you are, but you're interfering with official Honnouji Academy Club business. I'll give you one chance to leave before I turn you into fertilizer."

The creature let out a raspy laugh and morphed it's fingers into spiky thorns, which it then used to cut Mako down from her bindings. "The name's Wildvine, and that's cute and all, but I'd definitely like to see you try."

Sanageyama growled and moved forward to confront Wildvine, but stopped upon hearing a steadily increasing stream of curses coming from the main entryway of the Academy. As one, he, along with Wildvine, Mako, and Hakodate, all glanced over to see a positively furious Ryuko Matoi trudging towards them.

She took one look at the plant-creature, who she immediately realized was Ben, before turning back towards the Elite Four Member and Club Captain.

"Alright, I don't know what the hell is going on, and I don't particularly fucking care. All I know is that there's some questions I need to get answered, and the only way that's gonna happen is if I kick _your_ ass." She snarled, opening her guitar case and withdrawing her Scissor Blade before pointing it directly at Hakodate.

The blonde in question blinked in surprise at being called out specifically, before her expression quickly morphed into a satisfied smirk. "Oh? Well if it's a fight you want, then bring it on, you stripper bitch! After I beat you, my Benny will finally realize that I'm better suited to be his girlfriend."

Wildvine blanched in shock. "G-girlfriend?!"

Mako, who was still held in the Florauna's arms, cocked her head to the side. "I didn't know you had a girlfriend, Benny. Congratulations!"

"She's not my girlfriend!"

Several feet away, and ignorant of the conversation being held between her two friends, Ryuko let out an almighty roar of rage before bringing her hand up to her newly equipped Seki Tekko. Pulling out the glove's trigger, she was almost immediately engulfed in a cloud of steam and a myriad of brightly shining red stars. When the cloud finally dissipated, she was standing tall in Senketsu's released form, Scissor Blade in hand and ready to deliver a divine beatdown.

If Hakodate was impressed at all, she hid it extremely well behind a condescending smirk. "Oh, that looked both painful _and_ embarrassing, you masochistic stripper."

"Fuck off! I'm not a stripper!"

"Could've fooled me," the blonde snorted. As she spoke, rows upon rows of her club members began to file into well-organized lines behind her. "Alright! Ready girls? One-hundred and ten million cannonball serve!"

Lifting her Life-Fiber enhanced tennis racquet into the air, Hakodate began to deliver an absolutely unforgiving barrage of tennis balls in Ryuko's direction. The remaining members of the club quickly followed in their Captain's footsteps, and sent even more balls sailing directly at the transfer student's face.

Ryuko growled lowly, and raised her blade. With almost no effort, she moved her arms in an untraceable blur and sliced all of the incoming green projectiles to pieces.

Hakodate snarled, and prepared to deliver another barrage. However, her actions were halted by the sudden voice of Sanageyama.

"Fault! You're disqualified, new girl!" the green-haired young man called out.

"Huh?! What the hell do you mean?"

Sanageyama's smirk, which had been present for the majority of the two girls' vocal exchange, melted away into a stern from. "I'll give you credit for avoiding Hakodate's attack, but slicing the balls in half is a gross violation of the rules. Sure, you might have won the fight, but you ultimately lost the match!"

Ryuko's left eye twitched. "Match? What match?! Are all of you people just straight up crazy, or somethin'?"

"You do realize that you're standing on a tennis court, right?"

Looking down, Ryuko noticed that she was indeed standing on a tennis court. "Yeah, so what? What does that have to do with anything? We're in the middle of a goddamn fight! I don't have time for you to to nitpick!"

Sanageyama's frown turned into an annoyed scowl. "If you don't win according to the rules of tennis, then you don't win at all! It's not that hard of a concept to grasp!"

"Bullcrap! If you have all of these rules, then why didn't you step in yesterday?!"

"Because that was yesterday, and this is today!"

Ryuko snarled, and opened her mouth to deliver another scathing retort. However, she paused when a weight settled on her shoulder. Turning slightly, she saw Ben, still in the form of Wildvine, giving her a rather serious look.

"Ben?" she whispered lowly, only for the two of them to hear. "What are you doing?"

The Florauna let out a sigh, and his singular eye left her briefly to focus on Sanageyama and Hakodate. "As much as it pains me to say it, I don't think they're going to let up until you play along…"

"You can't be serious! I don't even know anything _about_ tennis, aside from the fact that you hit a ball back and forth."

Turning back down to look at his friend, Ben grinned. And for some reason, that grin did absolutely nothing to settle Ryuko's nerves.

"Do you trust me?"

"W-Wha? I only met you yesterday!" she retorted.

"Fair enough, but between the two of us, I'm pretty sure I have more skill and knowledge when it comes to playing tennis."

"What makes you say that? For all you know, I could be a repressed tennis prodigy."

Ben's face, although distinctly inhuman, still settled into what could only be described as an unimpressed expression. "Are you…?"

Ryuko's silence was telling enough.

The Ultimatrix-wielder continued speaking. "Look, I have a plan. My ex-girlfriend forced me to go to an ungodly amount of practice sessions, so I at least know the mechanics of the game. If we can combine your speed and reaction time with my know-how, then we can definitely beat Hakodate."

Ryuko nervously bit her lip, and cast a glance over at the aforementioned blonde, who was still standing next to Sanageyama. Both wore impatient expressions, and there was no telling how much longer they would give them to talk. "Fine. What do you need me to do?"

"Just keep them distracted for a bit longer. I'll be right back."

With that, Ben suddenly tunneled into the ground and disappeared from sight.

Across the court, Sanageyama blinked in surprise. "Well, well…it looks like you won't be getting any more help from your freak of a friend, Matoi. So, are you going to be willing to conform to the rules of tennis, or am I going to have to beat you myself and drag you all the way up to Lady Satsuki?"

"Screw that!" Ryuko snarled, deciding to play along with Ben's supposed plan. "Senkestu and I can beat your sorry asses no matter what kind of stupid rules you make us follow! I'll play your dumb little game, but don't start crying when I kick your ass."

Out of nowhere, Mako appeared to supply her friend with a flimsy little tennis racket.

It was at that moment that the area surrounding them was also spontaneously filled with cheering spectators. Ryuko faltered briefly, and looked around in absolute disbelief. "What the?! Where did all of these people come from?"

Sanageyama arched a confused brow. "What are you talking about? They've been here the whole time…"

"No they haven't!"

"Yes…they have…"

"No!"

"Yes!"

Ryuko snarled. Damn it, she would have noticed if there had been so many people around them the entire time! She opened her mouth to call out another retort, but froze as a sudden chill overtook her body. She could faintly hear Senketsu's voice calling out to her in a panic, but she still couldn't hold on as she felt her control over her own body being pulled away.

Before she lost all of her muscle control, she idly registered a raspy voice echoing in her head.

"Sorry about this, Ryuko…"

* * *

Ben had always hated doing this…

It felt so wrong…so unnatural, to assume control over another living thing's body. Especially when it was something sentient and aware of their surroundings. But, unfortunately for both him and Ryuko, he hadn't had much of a choice.

After disappearing beneath the dirt following his conversation with his fellow transfer student, Ben had changed back into human form before changing yet again into one of his oldest aliens. Ghostfreak was not a choice that he liked to make often, but he was honestly the best transformation for the current situation.

Shaking Ryuko's head to clear his thoughts, Ben opened her eyes.

Across form them, Hakodate gasped and took several steps back. Even Sanageyama appeared to have been rendered speechless. Ben couldn't really blame them…whenever he took possession of someone as Ghostfreak, the host's eyes always went through a startling and very obvious change. Ryuko's sclera were now pitch black, and her once sapphire-blue eyes were now a pulsing shade of emerald green. There was also a spiderweb of black lines around her eyes, and decorating her cheeks.

"Well?" Ben/Ryuko smirked, leveling a challenging gaze at the petrified Captain of the Tennis Club. "Are we gonna play ball, or are you gonna keep gaping there like a fish?"

" _Ugh…my head…"_

Ben froze, eyes going wide. The voice had resonated within his skull, and it had been unmistakably familiar. Careful not to voice his thoughts aloud, Ben addressed the voice inside his head. _'Ryuko, is that you?'_

" _Of course it's me! Why the fuck is everything so dark? I can't see anything.'_

The teen hero cringed, not at all ready to tell her what he'd done to her body. _'Promise me you won't freak out…?'_

Ryuko seemed to pause, before speaking again in a _very_ suspicious tone. _"Why would I freak out?"_

' _Oh, no reason. It's just that I'm inside of you right now.'_

" _You're WHAT?!"_ she shrieked in obvious mortification.

Wincing, Ben let out a sigh. Just because he was the only one that could hear her, it didn't mean that Ryuko had to be so loud. _'Ok, I admit that I probably should have phrased that better. To put it simply, I turned into an alien called Ghostfreak that has the ability to possess people. I then took over your body.'_

" _WHAT? Why would you do that?! Get out of me right now!"_

' _Look, I don't like this any more than you do, but you don't know anything about tennis, and I can't physically interfere in the match since I wasn't the one who was challenged. Besides, if I were to step in, then it would make you look weak in front of everyone else. Technically, even if we beat Hakodate like we are now, you're still the one who is giving her a smackdown. It's your body, after all.'_

Ryuko went silent for several moments, obviously mulling over what he'd said. Her contemplation gave Ben some time of his own to think about the impossibility of what was happening. He had _never_ possessed anyone before who'd been able to retain their own consciousness! Ryuko had to have one of the strongest wills he had every encountered.

It was nothing short of incredible…

" _Ok, fine,"_ she finally said, unhappy resignation clear in her tone. _"You can control my body just this once."_

" _ **Like hell he can!"**_

The addition of yet _another_ voice nearly sent Ben sprawling into the dirt in surprise. The voice was distinctly masculine, and sounded incredibly angry.

' _Who the hell was that?!'_

Ryuko let out an annoyed sigh. _"Oh, that's just Senketsu. Ignore him."_

" _ **I refuse to be bonded with anyone other than Ryuko! Even if it's still her body, the inclusion of this new consciousness is a gross perversion of our bond. Release your hold on her this instant, you fiend!"**_

Ben blinked in surprise. So wait…Senketsu was actually real? He'd known that was the name Ryuko had taken to calling her sailor uniform, but to think it actually had a sentience of it's own? That was incredible!

Also, thank God Ryuko wasn't crazy after all…

" _I heard that, you jackass!"_ the girl's voice shouted angrily. _"I'm still in your head, so I can fucking hear your thoughts. And no! I am NOT crazy!"_

' _Glad to hear it,'_ Ben snorted. _'Also, nice to meet you in person Senketsu. I'm Ben Tennyson.'_

" _ **I know who you are, human,"**_ the uniform growled. _**"And just so you know, I do not feel the same way. Just get this over with, and leave Ryuko's body as soon as possible! Your presence is tainting the taste of her blood!"**_

Smirking in amusement, Ben gripped the tennis racket in Ryuko's hand tightly. A ball was offered to him by a nameless No-Star, and he quickly threw it up in the air for a serve.

"Here it comes!" Ben/Ryuko shouted gleefully, sending the ball careening towards Hakodate's face with the speed of a falling star. Ryuko's latent strength, combined with Ben's knowledge on how to properly set the ball, made the little green sphere soar through the air almost perfectly.

At the last moment, Hakodate finally blinked away her surprise. Settling into her own player's stance, she easily lashed out and sent the ball sailing back towards her opponent. "Hey, new girl! You might want to go to the nurse after this and ask her to check out those creepy ass eyes of yours!"

Ben/Ryuko scowled, and arched their racket forward in an attempt to counter. However, much to their collective surprise, it crumbled like wet cardboard as soon as the ball hit it's strings. With nothing left to stand in it's path, the ball continued sailing forward until it impacted the ground, sending up a hail of rubble and debris.

" _W-What the hell just happened?!"_ Ryuko asked internally.

Ben scowled. _'It's an unfair match. Hakodate's Life-Fiber enhanced racket is so much stronger than our ordinary one, that it creates a projectile that just can't be stopped.'_

" _What? That's bullshit!"_

" _ **Even I can agree with you there…"**_

Ben agreed, though there was nothing he could say or do to voice his frustration without receiving an unfair penalty. There was no doubt in his mind that Sanageyama would jump at any chance to get Ryuko disqualified on a technicality.

Speaking of Sanageyama, the green-haired young man grinned cockily from atop his seat on the referee's chair. "Love Fifteen! Point, Hakodate!"

The blonde Club Captain let out a cackling laugh. "Ha! I'm just getting warmed up over here! Speaking of which, I hope you've got more tricks up your sleeve than that, new girl. If not, Benny will be mine before dinnertime!"

Ben/Ryuko blushed lightly. Was Hakodate still honestly hung up on that?!

They were quickly provided with a new racket, and a fresh ball was handed for them to serve.

"Heh, it won't be so easy this time!" the Ultimatrix-wielder shouted in Ryuko's voice, before sending the ball sailing across the court once again. Along it's path, it even created a small shockwave, sending the students who were closest to the match flying out of their seats with startled cries.

Hakodate sent it careening back with almost laughable ease, yet this time her serve was much faster.

Ben/Ryuko didn't even have time to react before the ball slammed painfully into their shared face, and sent them spinning though the air out of bounds.

Once again, Sanageyama barked out his observation. "Love Thirty! Point, Hakodate!"

Ben/Ryuko crashed against the side of the stadium, sending chucks of concrete flying through the air. Even so, despite the fact that they were undoubtedly being pelted by falling debris, the male portion of the crowd began to let out lecherous whooping catcalls and sounds of approval. Wincing in pain, Ben opened Ryuko's eyes, and quickly realized why the spectators were so enthused.

Ryuko was hanging upside down…

Clothed only in Senketsu's skimpy released form…

And she was inadvertently flashing the crowd a combination of her panties and generous underboob…

Within their shared mind, Ben felt Ryuko shrink in on herself in utter embarrassment.

Letting out a furious snarl, Ben/Ryuko pulled themselves free of the wall, and vaulted back down into an upright position. Those who were watching the match undoubtedly thought that the angry look on Ryuko's face was due to the fact that she'd just been perved on by at least a fourth of the student population. Truthfully, though, it was because Ben was positively _enraged_ that his new friend had been stared at if she was nothing more than a piece of meat.

He was a healthy young man, and Ben would admit to having looked at various girls throughout his life.

The first one who came to mind was Charmcaster.

Then, of course, there was Mrs. Saturday.

Even Princess Looma had been attractive in her own way.

But this? This was different.

In all of the times he had caught himself looking at women, Ben had reminded himself that even if they were incredibly attractive, they still deserved to be treated with respect. However, the male students that were watching the match had leered down at Ryuko's exposed body with absolutely no shame in their eyes.

And that thought made his blood boil…

An ungodly roar of fury tore it's way from Ryuko's throat, rendering almost everyone in the stadium silent. Reaching out with one hand, Ben/Ryuko turned to one person in particular nestled within the crowd. "Mako, give me my Scissor Blade!"

"You got it besties!"

The red weapon came sailing through the air, but Ben/Ryuko caught it without even looking. Voicing a silent apology to Senketsu, the Ultimatrix-wielder pulled a single thread from Ryuko's skirt, and quickly wove it in a net-like fashion over the Scissor's opening in the handle.

"Alright, time to play for real!" Ben/Ryuko growled, raising their new impromptu tennis racket.

Hakodate balked incredulously. "No way! That can't be regulartion!"

Standing up from his chair, Sanageyama prepared to blow his whistle and call out a foul. However, he fell silent as soon as a bright light suddenly engulfed the stadium. Turning as one, the entirety of the student body present looked up to see none other than Satsuki Kiryuin herself watching the match from atop her tower, a single eyebrow partly raised in curiosity.

"I'll allow it," she said calmly. "Please proceed."

The whistle fell from Sanageyama's hand, and he himself fell into a respectful bow. "As you wish, My Lady…"

Ben glared up at the Student Council President, and despite the fact that Ryuko was mentally screaming at him to engage the dark-haired girl in bloody combat, he elected to turn his focus back on Hakodate. His continued rage only served to make Ryuko's blood boil, and geysers of steam began to erupt from Senketsu's grills.

"Fine by me!" he shouted in his friend's voice. "Let's end this!"

Throwing the ball into the air one more time, he drew back Ryuko's arm grasping the Scissor Blade. Then, as the world inexplicably fell silent, he sent the ruby-red weapon careening upward to meet the ball. The arena behind him shattered, and shockwaves sent chunks of rock and concrete sailing through the air. The students that had been sitting there didn't fare much better, and cried out in terror as they were sent flying away.

Hakodate looked on in horror as the ball came at her in a green blur, barley even registrable by her eyes.

Even so, she was not one to back down so easily.

Releasing a challenging war cry of her own, the Club Captain raised her Life-Fiber augmented Tennis Racket to meet the incoming projectile. Unfortunately for her, even though her uniform granted her incredibly enhanced strength compared to a normal human, even she was no match for the raw power of an enraged Kamui wearer.

The ball tore through her racket like paper, before crashing into her face and sending her careering backwards. From there, she slammed into the wall of the arena behind her, triggering a massive firefly explosion that enveloped the entirety of the stadium.

Ben watched it all through Ryuko's eyes, yet as his anger left him, he could feel his control over her body slipping away.

"Your turn…" he whispered aloud, before phasing out of her and into the ground to transform back to human form somewhere more private.

Ryuko let out a panting gasp, and she stumbled slightly before righting herself. The feeling of regaining control of her body was…weird…to say the least.

However, before she could give it too much thought, a shrill scream caught her attention. Looking up, she realized that the force of the explosion was sending Hakodate's body sailing through the air right back at her. Grinning like a predator that had just caught it's prey, the dark-haired girl flipped her Scissor Blade around in her hands before dashing forward.

"Finishing move: SEN'I SŌSHITSU!"

With a lighting-quick swing of her blade, Ryuko reduced Hakodate's precious Two-Star Goku Uniform to nothing more than tiny scraps of cloth. The boys left in the crowd cheered in approval, even as the now unconscious Club Captain crashed to the ground in a smoking heap.

Unseen by all, a single glowing red fiber wormed it's way through the air from he destroyed uniform, and fused with Senketsu.

As the crowd of students continued to leer over Hakodate, Mako appeared out of nowhere and wrapped her arms around Ryuko's neck in a vice-like hug. "You did it Ryuko! You won!"

The dark-haired girl grinned, and wiped her nose cockily with a hand. "Eh, it was nothing. I'm honestly bummed that she wasn't more of a challenge."

"You'll have to thank Ben when we see him!"

Ryuko froze, and looked down at her friend in shock. "Wait, how did you…?"

Mako merely smiled up at her innocently. "How did I know that Benny transformed himself into some weird kind of ghost alien with the power to take over bodies, and then helped you when the match against Hakodate? I dunno, just a lucky guess."

Shaking her head in disbelief, all Ryuko could do was smile.

It was just like Mako to defy belief…

Unfortunately, her cheery mood was interrupted when an irritated huff sounded off from behind her. Turning around, Ryuko saw Sanageyama giving her a rather pissed-off look.

"You think you have the right to act so carefree just because you won the match?" the green-haired young man scoffed, reaching over his shoulder to draw his shinai. "Don't forget that you're still wanted for disrespecting Lady Satsuki the other day!"

As he moved to step forward, a sharp 'clacking' of high heels on the ground made Sanageyama pause. He, along with everyone in the area, turned in surprise to see Satsuki herself calmly walking towards them.

"That's enough, Sanageyama. I can take it from here."

"Of course, My Lady," he replied respectfully, sinking into yet another bow. The rest of the students did the same, all except for Ryuko and Mako.

Ryuko herself could only glare at the approaching woman with nothing but rage written across her face. "So, you finally decided to step off your fucking pedestal and meet me face to face again, huh?"

Satsuki's smile could have made milk go sour. "There's no need for profanity, Matoi. I'm simply here to congratulate you on your victory."

"Save it! I couldn't care less about receiving praise from the likes of you!"

"I can see that."

Scowling, Ryuko raised her Scissor Blade and pointed it directly at Satsuki's throat. "But ya know what? Since you came all the way down here for little ole' me, I guess I'll take this opportunity to ask you another question. Did you kill my father?"

Satsuki cocked her head minutely to the side, observing the other girl as if she were nothing more than a particularly amusing insect. Then, before Ryuko had any time to react, she lunged forward and kicked her in the stomach with every ounce of strength she possessed.

Ryuko, who's body was already exhausted from her match with Hakodate, let out a strangled cry of surprise as she was sent skidding along the concrete in a cloud of dust and debris. Senketsu elected that moment to release an enormous cloud of seam, obscuring his wearer from view.

Satsuki's cool blue eyes narrowed, yet she did not move forward.

As the cloud vanished, it quickly became apparent that Ryuko was long gone. Mako Mankanshoku was also nowhere to be seen. It didn't matter though. Satsuki had all the time in the world to prepare in dealing with a troublesome nuisance like Isshin Matoi's daughter.

For the moment, however, her attention was required by much more immediate concerns.

* * *

The cool sting of the shower water felt like an absolute godsend.

By the time he'd made it back to his dormitory, Ben had been absolutely _drenched_ in sweat, and his muscles felt like they were being torn apart at the seams. Taking possession of people as Ghostfreak had always been an extremely draining task, and the fact that Ryuko possessed an absolutely iron will had not helped in the slightest.

He had fought to keep mental control over her body throughout the entire match, and he sincerely doubted she'd even been aware that she was fighting back against him.

When he'd lost himself in his anger after she'd been publicly exposed, it had allowed her subconscious the chance to finally jerk the reigns from his metaphorical hands. Thankfully, though, he'd managed to hold on long enough to ensure their victory. He just hoped that Ryuko hadn't gotten up to anything else in the half hour he'd been away from her and Mako…

Reaching up to turn off the water, Ben stepped out of the shower and wrapped a towel around his waist. After giving himself a once-over int he bathroom mirror, he nodded in satisfaction and stepped out into the living room.

He was promptly greeted by a widely smiling Mako.

"M-Mako?! What the hell? How did you even get in here?!"

"I came in through the window! But that doesn't matter…"

"YES IT DOES!"

"Maybe it does, but that doesn't matter either! Ryuko needs your help!"

Ben blinked, before finally noticing that the other girl was indeed passed out on his couch. Her breathing was a bit uneven, and it looked like she'd been through a blender. He knew that she hadn't received most of those injuries during their tennis match, so something must have happened since he'd left her alone.

Jeez…you had to be a special kind of reckless to get into another fight in less that fifteen minutes…

Still, it wasn't like he was about to let her writhe around in pain if there was something he could do about it. Giving his sleeping friend one more sympathetic look, Ben let out a sigh before turning back into the bathroom were he kept all of the medical supplies he'd been thoughtful enough to bring from home.

"You should go home Mako. It's getting pretty late."

The brown-haired girl cocked her head to the side, before turning to look at Ryuko in concern. "What about Ryuko?"

Ben smiled, returning to the room worthily with an armful of bandages, gauze, and ointment. "She'll be fine. My grandfather is pretty knowledgable when it comes to medical treatment, and he thought it'd be a good idea to teach me most of what he knows. I'll make sure Ryuko comes to school tomorrow looking good as new."

"Okie dokie!" Mako smiled widely, before disappearing out the window. "I trust you, Benny!"

The young man paused momentarily, considering wether or not he should look out the window to make sure if Mako was alright. His room was fifty stories off the ground, after all…

Eh, if she could make it all the way up here, then she could probably get back down without much trouble, right?

He stepped forward, and prepared to kneel down to begin treating his friend. However, he paused upon realizing that Ryuko had apparently been watching the entire exchange with one blearily opened eye.

"You're awake?"

"Yeah…"

"And…are you feeling alright?"

Ryuko scowled weakly, struggling to push herself up into a sitting position. "I dunno, why don't _you_ try and have someone take over your body and use you like a helpless puppet?"

"Been there, done that," Ben replied lamely. "Sorry about what happened, but we didn't have much of a choice. I know how much being possessed feels like a violation of your soul, but I can promise that I'll never do it again unless you give me express permission."

Ryuko continued to glare at him for several more long moments, before letting out a sigh and holding out her bruised arm. "Alright, fine, I forgive you. Just don't do it again."

Ben smiled, and applied a thin layer of ointment to her scrapes and cuts before wrapping the appendage in bandages. "You know," he spoke up again, "it might be a good idea to stop getting in so many fights…"

"Oh yeah? Let me guess, you're speaking from personal experience?" she snarked sarcastically.

He paused briefly in his task, and let out a sigh.

"Yeah, I am…"

* * *

 **And there is chapter six.**

 **Like I said in the opening notes, I hope you can all forgive me for being away from this story for so long. Updates may not be as consistent as you all might like, but they'll get done. I still need to work on my other stories, after all. :)**

 **Feel free to leave a review if you like.**

 **AlucardsBro OUT!**


	7. Chapter 7

Chapter 7: Junketsu

* * *

 **Hello everyone!**

 **Some of you have been very insistent on asking when Ryuko and Ben will start to develop feelings for each other. Keep in mind that we're only seven chapters into the story so far; relationships can take quite a while to develop and evolve depending on who's involved. However, I will make efforts to make their bond grow closer. Part of that might happen in this chapter, depending on where I decide to leave off.**

 **I don't think I really have anything else to say at this point, so I'll save whatever else comes to mind for the ending Author's Notes.**

 **I hope you all enjoy!**

* * *

Ben released a tired sigh as he stumbled into his apartment.

The day had been long, and more than a few of his lectures had been _excruciatingly_ boring. Thankfully, classes were over for the day, which now meant that he had several hours of free time before the sun even started to dip towards the horizon. Mako had offered to let join her and Ryuko for dinner at her house, and as tempting as the offer was, Ben had decided to decline for the time being in favor of completing several of his assignments.

Ryuko had also been giving him the stink-eye for most of the day, so that had helped sway his decision in some way.

Letting his backpack fall to the floor next to the doorway, the bearer of the Ultimatrix moved towards the kitchen to grab a quick bite before he got started on his work. As he approached the refrigerator, he tensed upon noticing a fluttering piece of paper stuck to the appliance's freezer door. It was held in place by what looked like an ordinary sewing needle.

Ben frowned heavily.

Nothing of the sort had been there when he'd left this morning. That could only mean that someone had somehow managed to break into his _locked_ room to leave the note. Slowly, he turned around to let his eyes scan the rest of the dormitory. The kitchen and living room, from what he could see, appeared to be clear. Raising his right hand to hover over the Ultimatrix, Ben carefully maneuvered out of the kitchen and down the hallway.

A quick peek in the bathroom let him know that it was empty. The only other possible hiding spot for a potential intruder would be…in his bedroom.

Sucking in a deep breath, the Ultimatrix-wielder slowly approached the closed door at the end of the hallway. Making sure to keep his right hand over the watch, he used his left to carefully grip the doorknob. With another calming breath, he surged forward and threw the door open. Thankfully, it all appeared to be for nothing.

His bed was so low to the ground that there was no chance of anyone hiding underneath it, and everything look just as pristine as he'd left it in the morning. He could even see into the closet, which he had apparently left open in his hurry to get to class.

Sagging in relief, Ben turned back down the hallway and returned to the kitchen. Plastering a venomous glare to the piece of paper stuck to his fridge, he tore it down and flipped it over.

 _Here's hoping you've managed to find this little parchment!_

 _Let me go ahead and assure you that I mean no harm; I simply haven't had any good opportunities to talk to you alone thus far. I am genuinely sorry for busting into your dorm._

 _If at all possible, I'd like you to stay after class tomorrow so that we can finally discuss some business._

 _-Aikuro Mikisugi_

Wait, his _teacher_ had been the one to break in?!

That made Ben more than a little uncomfortable. Ryuko already seemed to hate the man, and even though Ben was fairly confident he would be able to defend himself, Mikisugi did admittedly give off a fairly strange vibe. It was like there was more to him than first met the eye...

Letting out a heavy sigh, Ben allowed the note to flutter to the ground as he turned to exit the kitchen. He'd lost his appetite.

He looked down when the Ultimatrix gave a sudden beep. Rolling up the sleeve of his uniform, Ben held the device up for examination. Much to his surprise, as well as his slight concern, then Ultimatrix was flashing brightly between alternating shades of green and yellow.

"What the hell…?"

Finally, the device stopped flashing, and settled on its typical emerald green. The hourglass dial suddenly shot up on its own accord, and a holographic strand of DNA flickered into existence above the faceplate.

" _Uncatalogued extraterrestrial genetic sample has been recognized and stored within the Codon Stream,"_ the Ultimatrix reported, speaking in a digitized version of Ben's voice. _"A new transformation is now available. Would you like to examine?"_

Ben frowned.

To his knowledge, he hadn't encountered any alien species during the course of his enrollment in Honnouji Academy. Then again…Grandpa Max _had_ said that he and his team had first encountered Life Fibers in outer space. Had the Ultimatrix actually scanned a Life Fiber?

They were certainly present in abundance; Ben had been in close enough proximity to several One-Star _and_ Two-Star students for the Ultimatrix to get a potential scan.

Breaking himself out of his thoughts, the green-eyed young man nodded in confirmation. "Yes, I would like to examine."

The DNA hologram displayed above the Ultimatrix's faceplate flickered, before changing into something else entirely. To his surprise, the creature actually resembled Senketsu in a fairly significant way. However, where Senketsu only had one eye, the creature in the hologram possessed two. And, as per usual, the Ultimatrix symbol rested between its lapels, which Ben assumed was the closest thing it had for a forehead.

He was tempted to transform.

However, if this really was a Life Fiber transformation, then he was likely better off not doing so. Based on what Max had said, Life Fibers were a ravenous and destructive force that were completely impossible to control. However, in contrast to that claim, Senketsu had seemed in complete control of himself when he had possessed Ryuko as Ghostfreak.

The Kamui had been rude and cranky, but Ben didn't think those traits equated to something uncontrollable.

Even so, it wouldn't hurt to be cautious.

Letting out a sigh, Ben deactivated the Ultimatrix's Active Mode. The hologram of the Life Fiber creature disappeared, and the device once again became dormant.

Ben jumped slightly when a flash of lightning shined through his living room window, quickly accompanied by a loud boom of thunder.

Hm, had it been supposed to rain today?

He hadn't realized…

* * *

 _(Sewing Club Laboratory; underneath Honnouji Academy)_

A young man lay strapped to an operating table.

He desperate fought against his restraints, but the shackles holding him in place were designed to be strong enough to hold back a runaway eighteen-wheeler. He wouldn't be going anywhere.

Members of the Sewing Club surrounded him on all sides, each of them wearing protective hazmat suits. Each of them also carried a pair of reinforced tongs in hand, which in turn held scraps of light blue cloth interwoven with Life Fibers.

High above the operating room, two figures watched the process from the safety of an observation deck. One of the figures, a young blond-haired teen dressed in a lab coat, leaned forward to press his left index finger against a button on the control console in front of him. He then spoke directly into the microphone that fed into the operating room.

"We will now be attempting to create a Goku Uniform comprised of _fifty percent_ Life Fibers. Just so everyone is clear, from this point on we will be designating such a masterpiece a Five-Star Uniform. Commence with the fitting!"

In the operating room, the Sewing Club members dutifully followed their Club President's orders. Using their reinforced titanium tongs, they all lowered the scraps of Life Fibers towards the still-struggling boy on the table. As soon as the pieces of fabric touched his skin, they began to spread all over his body. Slowly, the expanding fabric began to take the recognizable shape of a boy's school uniform.

As they worked, the club members rapidly spoke amongst themselves as they altered the outfit.

"Make sure the collar doesn't grow over his face."

"Reweave those threads! We don't want his blood flow to be cut off!"

"Lengthen the sleeves! This needs to be a complete fit."

"The fitting is nearly complete. Activate the Life Fiber transformation, but for the love of God make sure he doesn't- hrk!"

The boy who was speaking was cut off when the young man on the table snapped the restraints and wrapped a hand around his throat. In a shower of multicolored stars, the test subject was transformed into a hulking, muscle-bound monstrosity. The operating table beneath him shattered under the sudden addition of weight, sending him toppling to the floor. Rising to his feet, the transformed boy let out a slobbering roar, before backhanding all of the club members away. Some of them were instantly killed by the force of the blow, while others were fortunate enough to only suffer minor concussions and broken bones as they impacted the wall of the room.

Within the safety of the observation deck, Shirō Iori slammed an enclosed fist against the intercom button. "Where the hell is security?! Fire as many tranquilizer rounds as you can!" he ordered frantically.

The blast doors that led into the operating room slid open, allowing numerous students wielding semi-automatic tranquilizer guns to pour in. Forming a blockade in front of the only way in or out of the room, they immediately opened fire.

The rampaging boy in the Five-Star uniform released another bellowing roar, before charging through the blockade as easily as if it hadn't even been there. Beating his fists against his chest like a wild animal, he turned towards the door and made to escape.

However, before he could take so much as a single, lumbering step, the glass window of the observation deck above slid open. Leaping through the opening, Houka Inumuta fell into a pencil dive and slammed the soles of his feet directly into the back of the rampaging monster's head.

The berserker student released a choked snarl, before falling flat on his face, completely unconscious. The Five-Star Goku uniform adorning him swelled momentarily, before breaking apart into dozens of useless scraps of cloth. The boy quickly shrank in size and returned to his ordinary form.

Letting out a sigh, Iori carefully vaulted himself through the open window of the observation deck and into the decimated room below. Landing on his feet, he graced Inumuta with a genuinely grateful expression. "Thanks for handling that."

The blue-haired Member of the Elite Four merely shrugged in response. "All I did was unravel the threads. It was _you_ who halted the experiment before it could leave the testing stage. I can't imagine what would have happened if we'd gone beyond that…"

"That may be, but without a Three-Star like you here to monitor the process, we wouldn't have stood a chance."

Inumuta stuffed his hands into the front pockets of his uniform, before turning to look down at the unconscious student he'd bested mere moments ago. "This boy had a Life Fiber count of only fifty percent. That _is_ what you said, correct…?"

Iori nodded.

"Well then, if that is the case, it still continues to elude me how someone like Ryuko Matoi is capable of wearing a _Kamui,_ which is made completely out of Life Fibers. How in the world could anyone survive wearing such a thing without becoming a mindless beast? If Matoi's uniform is indeed a Kamui…then…"

Iori folded his arms across his chest, watching as Medical Club students rushed in to collect the unconscious boy and tend to the rest of the wounded.

"Don't worry, Inumuta; if Matoi's outfit _is_ a Kamui, then Lady Satsuki will react accordingly."

* * *

 _(Kiryuin Manor)_

Deep within the sub levels of her childhood home, Satsuki Kiryuin walked with determination carried in every step.

Ever since she was but a little girl, she had been groomed to be the best. Her mother had once told her that she would have to fight for what she wanted, and she had taken that advice to heart wholeheartedly. As such, Satsuki had made it her mission to train both her mind and body to be able to endure the most arduous of trials and tribulations. After all, a Kamui would only submit to a wearer with an ironclad will.

But then Ryuko Matoi had come along and thrown a wrench into her philosophy…

The girl most definitely had a strong backbone and an incredible amount of tenacity, but she was far to undisciplined to properly bond with a Kamui. The fact that she had gone ahead and done so regardless infuriated Satsuki to no end!

How was it that someone who so clearly lacked self-restraint was able to do something she could not?!

It was ridiculous!

It was laughable!

It was inexcusable!

No…it was _unacceptable…_

Matoi's possession of a Kamui had not only thrown an undesired variable into her plans, but it had also upset the natural balance of power. That needed to be rectified immediately. It also wouldn't hurt to have something that could personally give her an edge against the various creatures that continued to pop up all over Honnouji Academy.

As she neared the bottom of the staircase that led to the secret basement beneath Kiryuin Manor, Satsuki narrowed her eyes in irritation as her path was suddenly blocked by at least a dozen armed guards. None of them were foolish enough to actually draw their weapons on her, but it was still more than apparent that they were willing to bodily halt her if need be. What a ridiculous notion on their part.

"Move," she ordered coldly.

A few of the men exchanged uncertain looks, before one finally decided to step forward. "Please, Lady Satsuki, we cannot allow you to proceed beyond this point! Mistress Ragyo has expressly forbid-hrk!"

The guard's words were cut off when Satsuki swiftly removed the still-sheathed Bakuzan from her hip and thrusted it into his abdomen. The force behind the blow was enough to send him instantly crumpling to the floor in unconsciousness, and the rest of the men scrambled to arm themselves. However, expertly trained though they might be, they were still completely helpless to prevent themselves from quickly falling victim to the same fate as their comrade. They all would live, but they would definitely feel sore come the morning.

"I have no time to waste arguing with idiots," Satsuki hissed coldly, stepping over the unconscious men.

Several feet ahead, stood a massive pair of reinforced blast doors. They had been designed with the intent to stop everything short of a nuclear explosion, and for very good reason. Satsuki knew what lay beyond had the potential to become wild and uncontrollable, but she was still wholly confident that she would be able to subjugate it to bend to her will.

Junkestu was meant to be her wedding dress, after all.

Pressing her thumb against a control console to the left of the doors, she waited patiently while her print was scanned and recognized. After the console released an affirmative beep, she moved her hadn't to type out the twenty-five-digit passcode required to enter the room. She had memorized it by heart, having seen her mother and father enter it numerous times throughout the course of her childhood. Satsuki highly doubted her mother was even aware that she _knew_ the code.

The doors opened with a resounding his, and slowly slid aside to reveal the expansive chamber beyond. Fifty or so floodlights lined the walls, all shining directly onto the platform that stood proudly in the center of the room. Steeling her already unshakable resolve, Satsuki moved to step forward.

"Are you certain this is the best idea, Ma'am?"

The question gave her pause, but Satsuki still did not turn to face the man who had voiced it. Soroi had been faithful to her for a good many years, and if he had something to say, she would take his opinion into account. The aging butler was one of the very few people she allowed to speak to her casually.

"You think I am making a mistake?" she inquired.

"I did not say that," Soroi countered politely, "I am merely concerned for your well-being. I know that I am not as knowledgeable about Life Fibers and Kamuis as you and your mother, but even I am still aware that wearing them causes great strain. Your safety is my top priority, Miss, and it would break my heart to see you injured in any way."

She appreciated that. She _really_ did.

However, after witnessing the defeats of both Fukuroda _and_ Hakodate, it had become extremely clear to Satsuki that she could no longer place her complete faith in her underlings. Of course, there were the odd meaningless tasks she could most likely delegate to someone of a Two-Star status, but if she wanted to get something truly worthwhile done, it would likely have to be accomplished by her own hand. And, if she were being quite honest, she wanted to test Matoi's Kamui herself.

Senketsu was obviously quite powerful, but it was ridiculous to think it could stand up to the ultimate might of Junketsu.

"Your concern is appreciated, Soroi," Satuski said, finally stepping into the room, "however, this is something that I truly feel I must do. It is unthinkable to suggest that Ryuko Matoi is just as worthy to wear a Kamui as I; I intend to put her in her place."

Soroi released a quiet hum as his mistress ascended the small staircase leading to the platform. "And what of the strange creatures that have been appearing as of late? Do you intend to combat them as well?"

"You know me too well…" Satsuki admitted with a barely visible smile. Typing in yet _another_ key code into yet _another_ control console, she watched as the surrounding Junketsu's case disappeared into the floor with a mechanical whirl. The Kamui itself was finally revealed in the light, wrapped tightly in plastic and held back by a box of bulletproof glass.

Unsheathing Bakuzan, she swept the blade through the glass case with complete ease. Broken shards rained down to the floor as Satsuki returned her weapon to its resting place. With a palpable feeling of excitement, she reached forward to finally unwrap her wedding dress. However, much to her displeasure, a pair of rapidly approaching footsteps faintly echoed in her ear. As the sound drew closer, she turned to appraise whoever dared to interrupt her moment of glory.

Her irritation turned to slight amusement as she beheld the sight of Takiji Kuroido breathlessly running into the room.

Ever since she had been a child, the portly man had been the steward of the Kiryuin household. The rest of the servants within the mansion obeyed his every word as if it were the gospel itself. Over the years, Satsuki had observed this simple fact turn him into a disgustingly arrogant individual. Still, her mother insisted on keeping the little troll around, and there was nothing she could do about that.

"Soroi, how could you let her do this?!" Kuroido called out angrily, swiping an arm through the air in front of him. "You know as well as I do that this area is off limits to all but Mistress Ragyo herself!"

"Perhaps…" the elderly butler replied coyly. "However, my duty is to attend to Lady Satsuki's ever desire to the best of my abilities. I am honor-bound to support any decision she chooses to make."

Snarling, Kuroido turned to meet Satsuki's eyes. However, as soon as he did, he visibly shrank back underneath the weight of her careless icy stare.

Hm.

Good.

It did her heart well to see that the servants wishing the mansion still bent to her authority.

"Lady Satsuki, I must insist that we leave this place at once!" the steward called out. "Your mother has _forbidden_ the removal of that outfit without her explicit permission. If you turn back now, I swear to you that I will not breathe a word of this little venture to her!"

Satsuki actively had to force down a snort. There was no doubt in her mind that Kuroido would tell her mother about what transpired tonight, regardless of whether or not she decided to accept the portly man's offer. His loyalty was to his mistress first and foremost, after all.

That aside, Ragyo Kiryuin could be a genuinely _terrifying_ person…

Satsuki highly doubted the extravagant woman would ever raise a violent hand to her, but in the possible event that she did so, it would ultimately be best if she had the strength Junkestu provided to back her up.

"I refuse to turn back now," she finally said aloud. "My determination is unshakable, and my resolve is stronger than anything you can imagine. There is nothing you can say that will make me change my mind." Even as she turned back towards Junketsu, she heard Kuroido growl in frustration.

"Even if you are the Lady of this house, this behavior will not stand!" he proclaimed, daring to raise his voice to her. "I cannot allow you to leave the mansion with that garment!"

How amusing…

"You say you cannot allow it?" Satsuki asked rhetorically, a hint of venom carried in her tone. Her hands came up to undo the ribbon tied around her neck, as well as the buttons of her school uniform. Without a care in the world, she unabashedly shrugged off her clothing, allowing both her shirt and her skirt to fall to the floor. "Then why don't you come up here and try to stop me?"

At the base of the staircase, both of the men present averted their eyes.

"Surely you don't mean to try and put the Kamui on?!" Kuroido called out in disbelief. "Even _you_ must know the risks that come with attempting such a thing! It could very well kill you!"

Still completely uncaring of her nudity, Satsuki grasped the hilt of Bakuzan with a single hand and withdrew the ebony blade. "If I am overwhelmed by a mere piece of clothing, then it is a fate that I surely deserve," she said. "For no matter how many Life Fibers dwell within it, Junketsu is still simply something to be worn. If its will proves to be stronger than my own, then it will simply illustrate that I am not worthy enough to be called a human being." Ever so gently, Satsuki ran her left index finger along her sword's razor-sharp edge. A minuscule drop of blood pooled out from the wound, which she quickly proceeded to flick directly on Junkletsu's pure white fabric. For the briefest of moments, absolutely nothing happened, and the room was engulfed in a positively _deafening_ silence.

Then, without warning, the Kamui's eyes shot open. It tore free from its remaining bonds with laughable ease, before leaping forward and brutally latching onto Satsuki's prone form. She screamed in bloodcurdling agony as the bloodthirsty creature stretched and moulded over the contours over her body, desperately attempting to gain dominion over her mind.

However, she had trained herself nearly all her life for this very moment, and she mentally fought back with every ounce of willpower she possessed. Even as her body contorted and trembled in the most blistering form of pain she had ever experienced, she _refused_ to give in.

She was Satsuki Kiryuin.

And Junketsu, as powerful as it was, was simply a piece of clothing.

"Lady Satsuki!" both Soroi and Kuroido called out in simultaneous concern.

"Silence yourselves!" she shouted back. Sweat poured down her face in rivers, yet even as all of the veins in her body felt as if they'd been set ablaze, she still fought to quell Junketsu's feral consciousness. "Ask not the sparrow how the eagle soars! You may be content to sit back and mindlessly follow with the rest of humanity, but I _refuse_ to allow something as simple as a collection of fabric to quash my ambition! A Kamui is merely something to be worn, and I will make it bow to _my_ will!"

With a final roar of determination, Satsuki felt something within her snap into place.

Her body was engulfed in a blinding array of blue lights, and in that moment, she knew in her very soul that Ryuko Matoi would be crushed beneath her heel come the morn.

* * *

 _(The Following Day)_

Ben glared at his teacher.

Even as Mikisugi continued to drone on about the form of government implemented after post-war Germany, he still couldn't force the discomfort he was feeling out of his mind. He had no idea how, when, or why, but the simple fact that the blue-haired man had _broken_ into his dormitory was enough to ensure that he hadn't gotten any sleep last night.

In fact, he'd gotten up at hourly intervals to check the locking mechanisms on all of the doors and windows. He'd even thought about turning into Grey Matter or Brainstorm to rig up some booby traps using whatever he could find in the kitchen.

A knife to the groin would be sure to ward off any further intruders…

In the end, though, Ben had decided against doing such a thing. It would've made getting in and out all the more difficult for himself.

The final bell suddenly rang, interrupting him from his thoughts.

Mikisugi set down his piece of chalk, and turned to address the class. "Alright, I want you all to read pages forty-five to fifty-three in your textbooks, and make sure to finish your essays before Friday. Now get outta here."

No one stuck around to complain. Most of the students in the room desperately fought and shoved one another to be the first out the door, but Ben remained firmly planted in his seat. Much to his irritation, Mikisugi had the gall to crack an amused smirk.

Something suddenly bumped against his right shoulder, once again startling him from his thoughts. Turning, Ben saw Ryuko giving him a slightly concerned look.

"You okay?" she asked, shifting one of the straps of her backpack. "Mako and I were gonna invite you to her place for a study session."

Ben couldn't help but smile. He was relieved that Ryuko had already forgiven him for possessing her as Ghostfreak, though the guilt he still personally felt weighed heavily on his shoulders. Sparing a glance over the dark-haired girl's shoulder at Mako, he was amused to see that she was already off in La-La-Land.

Regretfully, he shook his head and met his friend's bright blue eyes. "Sorry, but I wanted to stay behind and ask Mister Mikisugi a question about the Allied march of Europe. But, if the offer still stands tomorrow…"

Ryuko smiled, nodding in acceptance. "Sure thing. Just…be careful around the teach."

Ben raised a brow, but didn't prod her for an explanation.

As the two girls left the room, his previous smile quickly morphed back into a glare, which he directed at the blue-haired man standing at the front of the room. Mikisugi raised his hands defensively, before pushing off his desk to slowly approach.

"Whoa now, you could kill with that look in your eye…"

"Don't tempt me."

"That isn't a very nice thing to say," the teacher replied, grinning lazily. "Hell, I might fall under the impression that you may not like me."

Ben scowled, folding his arms over his chest. "Well gee, I wonder why that might be. Maybe it has something to do with the fact that you breached my privacy and broke into the place where I live?"

Mikisugi shrugged, running a hand through his hair. Weirdly enough, his age seemed to decrease by ten years as he did so. "I had no other choice. Besides, I thought you might appreciate it if someone went ahead and debugged your room of all of Satsuki's cameras."

Ben went deathly still. " _What…?_ "

His teacher grinned. "Oh? Didn't you know that her little computer geek from the Elite Four has cameras in every room of the academy? I'm not sure how many have audio bugs too, but I made sure to disable the ones in here a while ago. It still blows my mind that they haven't come to repair the damn things, but in any case, nobody will be able to eavesdrop on what we have to say."

"That's another thing," the Ultimatrix-bearer said, overcoming his initial shock, "why do you even want to talk to me in the first place?"

Mikusugi shrugged. "I just wanted to see how my old friend's grandson was adjusting to his new school. Is that such a crime?"

 _That_ certainly got Ben's attention.

"You know my Grandpa?"

"Sure do. Max and I have worked on a number of projects in the past, but unfortunately, we haven't had a proper chance to talk face-to-face for a few months. So, imagine my surprise when he contacted me a few weeks ago to tell me the world-famous Ben Tennyson would be transferring to Honnuji Academy."

It was certainly a bit of information to process, but to be honest it wasn't all that surprising. Plenty of people all over the planet knew his Grandpa, and Ben had stopped being shocked by that fact quite some time ago. He just hadn't expected his high school teacher to be one of those people. "I'm doing…fine. This place is a little weird though, to be completely honest; sometimes it feels more like a military academy."

Mikisugi snorted, and much to Ben's rising dismay, the man's shirt magically seemed to come unbuttoned and slide down his shoulders. "You aren't too off the mark with that assessment. Satsuki Kiryuin controls this school as if it's her own little country, with her as the dictator. You'd be surprised just _how_ similar to a military the Student Council actually is. But enough about that, I actually have a question for you."

Ben felt a bead of sweat roll down his temple as his teacher's dress shirt fluttered to the floor. Seriously, what the hell was _with_ this guy?! What academic professional within their right mind would even _think_ about undressing in front of one of their students? Still, he was fairly certain he could take the older man if things continued to escalate. "Uh, yeah, sure…what is it?"

"What exactly did Max tell you about your mission?"

"You know about _that_ too?!"

"Please just answer the question…"

Releasing a sigh, Ben thought back to everything he'd been told before coming to Honnouji Academy. "Well, Grandpa told me about the time he first encountered Life Fibers, and that they disappeared for a good number of years until fairly recently. As far as the mission itself is concerned, he told me to try and find out where Ragyo Kiryuin is getting all of her Life Fibers from."

Mikisugi nodded in what appeared to be satisfaction, bringing a hand up to stroke his chin. "That's a pretty good cover story, but it isn't the entire truth."

"What do you mean…?

"To answer that particular question, I'll need to tell you about Ragyo Kiryuin herself first. As you may or may not already know, she's the head of the Kiryuin Conglomerate, which is easily the biggest and most influential fashion tycoon in the world. Over the last decade and a half, clothing from REVOCS has become the norm all around the world, and most people across the planet now have at least one product from the company in their possession."

"My Grandpa told me that my cousin bought a few clothes from REVOCS, but they were all confiscated because of the Life Fibers infused into the cloth."

Mikisugi nodded again. "That was a good call. Ninety-nine percent of the people living in Japan, including all of the government officials, wear clothing exclusively provided by Ragyo's company. And do you want to know something interesting? That exact same ninety-nine percent of the population has no idea who you are."

Ben's mouth fell open in disbelief. "W-What? How is that possible?! I've saved the world at least a dozen times!"

"I know it's difficult to believe, but it's true. Your grandfather and I have reason to suspect that the Life Fibers stitched into the clothing provided by REVOCS is somehow responsible for the massive lapse in the memory and awareness of the Japanese public. In another bit of interesting news, Max and I have discovered that any Japanese native who returns from trips abroad does so with only a select memory of what they experienced in the outside world. For whatever reason, Ragyo Kiryuin is determined to keep your exploits as a hero secret from the Japanese populace."

Why? What purpose did that serve?

Ben's head began to spin. He had no idea how deep this whole thing ran, but it obviously did so much farther than he had initially expected. He leaned forward, resting his elbows on his desk and allowing his head to fell into his hands. "Can't you do something about this? Can't the _Plumbers_ do something?!"

A hand suddenly settled on his shoulder, and he looked up to see Mikisugi giving him a genuinely sympathetic look. "I understand that you might be stressed and confused, but trust me when I say that Max was right not to tell you about all of this immediately. If I had to guess, I'd say he knew I would eventually tell you what was going on."

"But why wouldn't he tell me the truth to begin with?!"

"Likely to make sure your cover was all the more believable. However, now that you've seen Goku Uniforms and Kamui in action, and have had a proper amount of time to settle in, I think you deserve to know the full extent of what's going on. I'll try to keep you filled in as I learn more."

Ben slumped in his seat.

"Don't feel too bad. At least you have a friend to help you along."

"You mean Ryuko?"

"Hm. She's just as involved in all of this as you are, even if she doesn't know it yet. Her father was also part of the group dedicated to overthrowing the Kiryuins, but as you've probably heard by now, he was killed in the line of duty. Isshin Matoi's final request to me was to ensure that his daughter was given the means to make a difference in the world. I'd say I've given her that…even if it's in the form of a kinky outfit…"

Ben shot up like a rocket, surprising his teacher. "You know what happened to Ryuko's dad?! You have to tell her!"

"Calm down," Mikisugi admonished firmly, placing his hands on Ben's shoulders and forcing him back down into his seat. "Everything has to happen in good time. I don't know who killed Isshin, but I have a pretty solid theory. Besides, Ryuko is way too hotheaded for her own good; if I told her what I know, she would probably do something stupid that would likely end up killing her. Even you can't deny that."

As much as he wanted to disagree, Ben knew the older man was right. Ryuko had many wonderful and admirable qualities, but her arrogance and temper were most definitely not on that list. She was the type of person to rush headfirst into any situation without giving it any thought, and he was well aware how poor of an idea _that_ was. He'd been of the same mentality back when he first possessed the original Omnitrix, and although he'd always managed to come out on top at the end of the day, there had still been plenty of times when his foolishness had nearly gotten himself and others killed.

For the time being, he would admit that Ryuko needed to stay in the dark. He hated it, but it was for her own good.

"What do you want me to do?" he finally asked, tone laced with slight defeat.

"For now, just continue your mission," Mikisugi replied. "Your grandfather and I still have no idea where Ragyo Kiryuin is obtaining all of the Life Fibers she uses in her products, so if you can find out any information on that, it would be invaluable. But please, for the sake of Chirst on his golden throne in heaven, _please_ be subtle about it…"

Ben released a heavy sigh, doing his best to collect his thoughts.

Suddenly, and without warning, the entirety of Honnouji Academy shook under the force of a massive impact. Plaster rained down from the ceiling, and all of the windows in the room vibrated briefly before exploding inward, forcing him to shield his face with his arms.

"Damn it…" he heard Mikisugi swear under his breath.

"What the heck was that?!" he shouted, looking back up to meet the teacher's irritated grimace.

Reaching down to pick up his shirt, the blue-haired man slowly buttoned it back up before answering. "If I had to guess, I would say it was Satsuki Kiryuin. Nudist Beach's data suggested she wouldn't make a move to activate Junketsu until a much later date…but with your involvement…"

"What the hell is a _Junketsu….?"_ Ben asked, rising to his feet. "In fact, what the hell is Nudist Beach?!"

"Never mind that. You might want to get out there and help Ryuko before she ends up getting killed prematurely."

* * *

 _(Several Minutes Earlier)_

"What do you think Benny and Mister Mikisugi are talking about?"

Ryuko forced back a snarl at the mention of their teacher's name, and merely responded with a shrug instead. "You heard what Ben said. He just wanted to ask a few questions about the homework."

"No way, I won't believe that!" Mako exclaimed boisterously. "I bet they're talking about some super-secret mission that will end up saving the world!"

Blinking several times at the utterly absurd declaration, Ryuko shook her head and smiled. No matter how strange she seemed, Mako was a good friend, and she was grateful for her. As the brunette continued to ramble on about intricate conspiracy theories regarding plumbers and aliens, Ryuko allowed herself to get caught up in her thoughts. It still irritated her to no end that she hadn't yet been able to get the answers she wanted, but it wasn't exactly like she could march right up to Mikisugi and demand that he tell her what she wanted to know.

Causing such a scene would likely get her expelled, and she honestly didn't want that. The blue-haired bastard had been smart in choosing a disguise as a teacher.

Maybe she could get Ben to help? He still definitely owed her one after possessing her body the other day without her permission; maybe if she told him the truth about what was going on, he could use one of his aliens to help her question Mikisugi!

An exciting thought crossed through her mind.

Maybe he could even help her find out if Satsuki Kiryuin was the one who killed her dad! There was no doubt in her mind that he likely had something in that fancy wristwatch of his that was strong enough to give Satsuki the smackdown she so righteously deserved. When that happened, Ryuko prayed to whoever was listening above that she could be there to witness it.

As she and Mako neared the bottom of the staircase leading out into the courtyard, they were both suddenly blinded by a bright light shining directly from the entrance of the academy. It didn't take a rocket scientist to guess what the source of the light was, and Ryuko bared her teeth as Satsuki Kiryuin's distinct form steadily became visible as the rays died down in intensity. However, it quickly became apparent to her that the queen bee was now wearing an entirely different set of clothes.

It almost looked like a…

"Going home, Matoi?" the Student Council President asked rhetorically. "I'm afraid your presence is required for an after-school experiment I am quite eager to conduct."

"The hell do you want?" Ryuko snarled. "You got somethin' to say to me, or are you gonna just stand over there lookin' tough?"

Across the courtyard, Satsuki's lips twitched upward in the barest hints of a smirk. Exuding a palpable air of confidence, she began walking forward. "The last time we spoke with one another, you claimed that our next encounter would be when we 'finished things,' correct?"

"Sounds about right," Ryuko snorted, handing Mako her backpack before walking forward as well to meet the older girl.

The two young women continued to walk across the massive courtyard towards one another, until they were finally separated by only a few dozen feet.

"You should feel honored," Satsuki said, "for you are going to be my first offering to Junketsu."

"Junketsu?" Ryuko repeated condescendingly, a smirk forming across her features. "So, you managed to get your hands on a Kamui of your own, huh? Too bad you're nowhere near as strong as me and Senketsu."

A brief flash of anger crossed Satsuki's face, but it was forced back down nearly as quickly as it had appeared. Raising her right hand, the Student Council president flipped the three blue bands on her left arm. "Allow me to show you the error of that flawed assumption…"

The older girl's body exploded in a shower of shimmering stars, and much to her surprise, Ryuko found herself being forced back several feet.

Where the hell was all this power coming from?!

The world around them suddenly burst into applause. Out of nowhere, droves upon droves of nameless No-Star students appeared, clapping with needless enthusiasm. Sparing a glance back at Satsuki, Ryuko felt her mouth fall open in shock _and_ slight mortification.

"W-What the hell…?!"

"LIFE FIBER OVERRIDE! KAMUI: JUNKETSU!"

Ryuko had thought Senketsu's released form made her look like some sort of freaky exhibitionist, but compared to Junketsu, he was downright modest.

Unlike Senketsu's black and red color scheme, the majority of Junketsu's form was a pure dazzling white, which in turn was accompanied by blue highlights. A pair of thigh-high boots covered Satsuki's legs, which were positioned directly underneath a pair of frills that jutted out from her hips. A barely-there thong was the only thing that covered the girl's modesty, which she surprisingly didn't seem to care about in the slightest.

Satsuki's upper body was adorned in a set of armor fairly similar to Senketsu's, which wrapped around and exposed the center of her breasts. Junketsu's bloodshot eyes jutted upward, sticking straight out into the air over her shoulders.

"Do you see, Ryuko Matoi?" the Student Council President proclaimed loudly, bursts of steam erupting from just beneath Junketsu's eyes. "This is what it truly means to _wear_ a Kamui!"

"I ain't impressed," Ryuko smirked, reaching up to grip the pin in her Seki Tekko. She was lying through her teeth, but she couldn't afford to let that fact be known. "Let's do this, Senketsu!"

" **Be careful, Ryuko,"** her Kamui warned. **"Your opponent is much more powerful than you are…"**

"Thanks for the vote of confidence," she snarked back sarcastically as her body was engulfed in a shower of bright red stars. Within a matter of moments, she stood tall in Senketsu's released form. Several male students in the crowed hooted and whistled at her, bringing an embarrassed flush to her cheeks.

Satsuki appeared to take notice.

"Your humiliation is why you shall fail…" the Kiryuin heiress commented with slight disinterest. Raising Bakuzan into the air, she swiped the ebony blade through the empty space in front of her. The mere force behind the action was enough to rip stone from the ground and send powerful winds buffeting into the crowd, causing various unfortunate students to go flying over the academy walls.

Ryuko quickly withdrew her Scissor Blade, and raised it to block the shockwave. Even though she was mostly successful, she was still pushed back a good nine or ten feet, and a few cuts appeared across her cheeks.

"Damn it, how the hell is she this strong?! She didn't even touch me!"

" **This is an incredibly dangerous situation,"** Senketsu commented nervously. **"Satsuki didn't even put half of her power into that attack."**

"No shit!"

Satsuki's sword suddenly moved in a barely visible blur, sending numerous bursts of pressurized air flying towards her. Ryuko did her best to block the incoming strikes, but she was still not fast enough to prevent them all from landing hits on her body. Thin cuts adorned most of her exposed skin in a matter of moments, and each one of them leaked crimson.

" **Be careful, Ryuko. If you lose too much blood, I won't be able to remain in my transformed state for too much longer!"**

"I know, I know! Jeez!" Ryuko shouted back as she deflected a final slash. Ducking into a crouch, she tensed the all of the muscles in her legs before dashing forward as fast as she could. The ground beneath her feet cratered every time she took a stride, and a powerful wind was kicked up by her burst of speed. In the blink of an eye, she was directly behind Satsuki.

Swinging her Scissor Blade hard and fast enough to rip a furrow into the concrete below, she desperately attempted to decapitate her opponent.

Without batting an eye, Satsuki easily deflected the incoming strike with Bakuzan. Raising a hand, the Student Council President clenched her fist in admiration, completely ignoring Ryuko's look of absolute shock. "Incredible. So, this is the power of a Kamui? It's more than I ever imagined!"

Lashing out with her left foot, the older girl kicked Ryuko in the stomach with enough force to send her flying across the entirety of Honnouji Academy. Smashing into the main school building, she continued crashing through wall after wall until finally rolling to a stop in a deserted classroom. Coughing up a generous amount of blood, she barely had enough time to rise back to her feet before Satsuki was upon her once again.

"If this is the true kind of power a Kamui can offer, then you are even more pathetic than I originally thought!" the Kiryuin heiress shouted fiercely, swinging Bakuzan down in a vertical arc.

Ryuko swiftly brought her Scissor Blade up to successfully block the attack, but her arms still trembled under the pure physical force her opponent was exerting. "Shut up! What makes you think you're so much better than me?"

"The answer to your question is a simple one! While you refuse to properly wear your Kamui, I have embraced Junketsu in its entirety! It is because of this simple fact that you can never hope to defeat me!"

A sudden kick to Ryuko's stomach forced her through the nearest wall. Concrete flew through the air as her body bounced and skidded along the floor. Rolling head over feet, she finally managed to dig her heels into the ground just in time to block another strike meant to slice her in half. Reacting blindly, Ryuko spun on the tip of her left foot while raising her right leg into the air. In the brief moment she found herself facing away from Satsuki, she felt the appendage connect with something solid, which was followed by the satisfying sound of a solid body smashing through multiple walls.

"I did it!" she cried out joyfully, peering into the hole Satsuki's body had created. "I hit her!

" **Don't get too cocky!"**

Senketsu's warning proved to be well founded, for in the next instant, Satsuki reemerged with the promise of murder in her eyes. Narrowing her own sapphire orbs, Ryuko shouted out a war cry and charged forward to meet her opponent in the middle.

Her passion was met with less than welcome rewards.

In the blink of an eye, Satsuki ducked under her guard and brutally slammed the end of Bakuzan's hilt into the younger girl's sternum. Ryuko cried out in agony as the power behind the impact forced her _through_ the steel floor, where she crashed down into the classroom below. Desks, backpacks, and various other school supplies were sent flying into the hair, before crashing back down in a pile on top of her battered body.

"Fuck…this…hurts…" she hissed, barely able to raise her head.

How the hell was Satsuki so much stronger than her?! It didn't make any sense! She was the one who'd been bonded with her Kamui for a longer period of time, yet despite that fact, she was still the one getting her ass handed to her on a silver platter.

Not only was Satsuki strong, but she was also bullshit levels of fast. Ryuko hadn't even been able to _see_ the older girl move from one pint to another at various points throughout their fight. It was like she was in an entirely different plane of existence!

The queen bitch herself finally leapt down through the hole Ryuko's body had created, landing several feet away from her.

"To be quite honest, this has turned out to be quite the disappointment," Satsuki commented offhandedly as she slowly approached. There was a noticeable degree of regret in her tone, but it was severely overshadowed by the disgust that was also present. "I knew for a fact that you would be nowhere near my equal, but I still expected you to at least pose somewhat of a challenge. I see now that my expectations were simply too high…"

Shakily, Ryuko fought with all her might to push herself back into a standing position. Every muscle in her body scream in protest, but she ignored the agonizing feeling in favor of leveling a seething glare at Satsuki. If she was gonna die, then she was going to do it on her feet.

" **Ryuko, I feel as though I should warn you that you only have five minutes left remaining before I regress into my normal form,"** Senketsu spoke up regretfully. **"I fear that we will simply be unable to beat Satsuki unless you finally wear me properly."**

"What the hell are you talkin' about?" Ryuko snarled in frustration, grimacing as her field of vision was reduced by the swelling of her right eye. "I'm wearing you right now, aren't I?! It's bad enough that you make me look like some of exhibitionist stripper!" Pulling at one of the suspenders covering her breasts, she allowed it to loudly snap back into place for added emphasis. "What more do you want from me?!"

" **Calm down! Every time your aggression levels rise, the amount of time you can remained transformed decreases! That little outburst just cost you a precious fifteen seconds."**

Ryuko opened her mouth to voice a retort, but her comeback was rendered silent when she noticed a flash of motion in the corner of her eye.

She'd completely forgotten about Satsuki!

"And now, you die…" the Student Council President said dispassionately, raising Bakuzan in preparation for a beheading. However, a sudden flash of bright green light illuminated the room, shining through the doorway leading out into the hallway. Satsuki cried out in unexpected shock and shielded her eyes.

Ryuko took the opportunity to use what little remained of her strength to lunge forward and clock the older girl in the jaw.

Staggering backward, Satsuki stumbled directly into the path of the blazing inferno that suddenly flared through the doorway. The flames slammed into the right side of her body, propelling her off her feet and through the nearest window.

Watching her fall out of sight, Ryuko released a heavy breath and weakly leaned against her Scissor Blade. Turning her gaze to the doorway, it wasn't hard to tell who the plant-like creature standing there was. "Ben…?"

He nodded, offering her an affirmative thumbs up. "Yep, but right now you can call me Swampfire."

Collapsing onto her backside, Ryuko allowed her Scissor Blade to clatter to the floor just as her entire body was engulfed in a kaleidoscope of bright red stars. Within an instant, Senketsu returned to his normal form. Sparing a brief glance at the broken window Satsuki had been thrown through, she frowned deeply. "You know that won't slow her down for long, right?"

"I had a feeling. Can you bring me up to speed on how she got so ridiculously strong?"

"To make what I'm pretty sure is a long story short, she somehow got her hands on a Kamui that she calls 'Junketsu.' As much as I hate to admit it…she's definitely stronger than I am right now…"

Swampfire grimaced. "How much stronger…?"

Rykuo forced herself to swallow her pride. "A _lot_."

" **The gap between the two of you would be decreased significantly if you actually decided to wear me properly,"** Senketsu cut it, tone carrying clear frustration. **"It isn't my fault that you refuse to do so."**

"Shut up!" Ryuko snarled back, tugging on one of the Kamui's lapels. "What the hell is with you, anyway? You keep telling me that I'm not wearing you, but I've been doing that all along!"

"She's right, you know. She _has_ been wearing you."

Ryuko froze, slowly looking back up at Swampfire. He appeared completely unfazed, which only served to bewilder her even more. Had he just…could he actually…?

" **D-Did you just hear me…?"**

Ben blinked several times, before finally seeming to realize what had just occurred for himself. "Huh…I guess I did. Funny how that only just now happened."

"What the hell do you mean by that?!" Ryuko shrieked, surging to her feet as she felt a miraculous second wind course through her body. "No, scratch that! How can you even hear Senketsu in the first place?!"

Swampfire shrugged, folding his burly arms over his chest. "I guess I kinda forgot to mention that the Ultimatrix has a translator function. As the name obviously implies, it's capable of understanding and translating any form of langue in the known universe, as long as the DNA of the creature speaking the language speaking it is stored in the watch. Now that I think about it…"

Ben trailed off, mumbling to himself under his breath.

Ryuko scowled. It really irritated her when people did that…

However, before she could actually do anything to voice her frustration, the whole room suddenly began to shake. The intact windows rattled loudly, and various pieces of rubble bounced across the floor. It felt exactly like an earthquake, and it was getting more and more intense with each passing second.

"Here she comes…" Ben growled.

The floor exploded, sending a hail of dust, smoke, and broken concrete railing through the air. From the debris, Satsuki Kiryuin slowly emerged. And judging by the look on her face, it was immediately clear that she was done playing around.

Her entire right half was a bright pink in color, still extremely tender from where Swampfire's flames had seared her skin. Her hair, though still perfectly flawless, was also smoking slightly. Eyes flashing murderously, she dashed forward without wasting any more time on words.

Ryuko, exhausted as she was, could only watched as Bakuzan screamed through the air towards her throat. However, just before the ebony blade could pierce her skin, Satsuki was launched to the side as a green fist was firmly implanted in her right cheek. The force behind the blow was powerful enough to send her tumbling away, but her disorientation didn't last long.

Rolling to her feet a good distance away, Satsuki rose back to her full height and fixed Swampfire with a fierce glare. "You _dare_ to interfere? I hadn't planned on confronting you until after finishing with Matoi, but if you are so eager to speed your demise along, I will be happy to oblige you."

The Methanosian snorted, raising his hand in a 'bring it on' motion. "Like I haven't heard that literally a thousand times before. Gimme your best shot, princess."

Without wasting a moment, Satsuki charged froward. Bursts of steam erupted from the grills positioned underneath Junketsu's eyes, and the Kamui itself pulsed with raw aggression.

Quick to retaliate, Swampfire threw a handful of seeds directly at his new opponent. As soon as they impacted her body, they rapidly morphed into fully grown vines, which in turn tightly constricted around her and momentarily restricted her movements. Not one to be slowed down so easily, Satsuki increased her energy output with an almighty roar. Tearing through the vines, she planted a single foot against the ground and rocketed forward yet again. Bakuzan screamed through the air, cutting a path towards Swampfire's throat.

Emerald eyes widening in surprise, the Methanosian leaned back, allowing Satsuki's blade to pass mere millimeters over his face. Due to the fact that she was so close to him, he quickly took the opportunity to lash out with a rock-like foot and kick her in the stomach. The blow sent the Kiryuin heiress staggering back and smashing into the nearest wall. Now possessing a little breathing room, Swampfire forced two hardened thorns to burst from atop his wrists. They lengthened to a solid three feet, becoming impromptu swords. Not willing to give Satsuki any time to recover, the Ultimatrix-bearer charged forward with his new weapons raised.

Raising an enclosed fist over his head, Swampfire brought one of his thorn-swords down to slash across the front of Satsuki's torso.

Clouds of steam erupted from Junketsu's grills, and the Student Council President swiped Bakuzan up through the air to intercept her opponent's strike.

The two blades collided, generating a powerful burst of pressurized air. The wind kicked up various loose pieces of debris around the room, and Ryuko was forced to momentarily shield her eyes.

Satsuki and Swampfire struggled against one another briefly, refusing to break their gazes from one another's eyes.

In the end, however, Bakuzan proved to simply be more powerful than hardened plant matter.

Ryuko watched in horror as Satsuki's blade carved through the thorns Swampfire had created, before continuing upward to separate his head from his shoulders. The Methanosian's decapitated cranium tumbled to the ground, rolling several feet away from his body, which itself fell to its knees and collapsed to the ground.

Something _broke_ inside of her…

She had already lost her father, and now she'd just lost one of her best friends. Eyes welling up with tears, Ryuko felt the anguish within her soul quickly become overwhelmed by white-hot rage.

" _BEN!"_

* * *

 **No, he isn't dead.**

 **If any of you are familiar with Swampfire's race, the Methanosians, then hopefully you'll remember that they can regenerate from literally any wound as long as their body parts are still intact. Ben will be fine.**

 **Swampfire simply wasn't completely on par with Satsuki's enhanced strength. That being said, I think most of you can guess who** _ **will be…**_

 **However, Ryuko doesn't know this.**

 **Was it clear that the last fight was being witnessed from her perspective? I hope so, since that was what I was trying to go for. In the most recent chapters for all of my stories, I have been doing my best to portray what's happening from a singular character's viewpoint, as opposed to that of an omniscient spectator.**

 **By the way, I just realized that this story is now over a year old! That being the case, it honestly really sucks that I've only managed to produce seven chapters…**

 **However, I'm doing my best with the time I have, and hopefully I can give you far more content before the story's second anniversary rolls around.**

 **Now then, let me clarify a few things, just to make sure all of you properly understand what's going on:**

 **Aikuro Mikisugi told Ben that he is friends with Grandpa Max, and that they are secretly working together to break the control Ragyo Kiryuin has on Japan and the other governments of the world. Although I never really said anything specific about it in** _ **this**_ **particular chapter, I have decided to go ahead and make Nudist Beach a branch of the Plumbers completely dedicated to combating Life Fibers.**

 **Max didn't tell Ben the entire truth about what was going on so that his ignorance of the situation would seem more believable. His mission is to blend in with the rest of Honnouji Academy, after all. Now, however, due to the fact that Ben has settled into the school, Mikisugi has told Ben most of what he knows concerning Ragyo's spread of Life Fibers.**

 **I understand that some things may seem confusing at the moment, but that is intentional. Keep in mind that you all experienced this new information through Ben's eyes, so you only know as much about it as he does at the moment. Everything will become clearer given time.**

 **Oh, and if you're wondering why the Plumbers don't just storm REVOCS headquarters and take out Ragyo in one shot…well, that will be explained at a later date.**

 **I'm sorry if some of it was confusing, but I hope you all still generally enjoyed the chapter!**

 **AlucardsBro OUT!**


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